0001437749-24-008777 | 10-K | XBRL Viewer

Note 11 - Warrants

12 Months Ended

Dec. 31, 2023

NOTE 11: WARRANTS

A summary of outstanding warrants for the years ended December 31, 2023 and 2022 is included below:

Year Ended December 31, 2023
	*Warrants (Equity)*
						*Weighted*
				*Weighted*		*Average*
				*Average Exercise*		*Remaining*
	*Amount*			*Price*		*Contractual Life*
Balance January 1, 2023		5,824,027		$	6.56		4.21
Warrants expired		(1,237,025	)		12.70		-
Balance December 31, 2023		4,587,002		$	4.90		4.11

Year Ended December 31, 2022
	*Warrants (Equity)*
						*Weighted*
				*Weighted*		*Average*
				*Average Exercise*		*Remaining*
	*Amount*			*Price*		*Contractual Life*
Balance January 1, 2022		1,367,737		$	13.44		1.73
Warrants issued		1,950,502			4.60		5.00
Warrants exercised		(1,950,502	)		4.60		4.86
Warrants expired		(130,712	)		10.44		-
Warrants reclassified		4,587,002			4.90		4.73
Balance December 31, 2022		5,824,027		$	6.56		4.21

On February 3, 2022, the Company entered into a Securities Purchase Agreement with a purchaser (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a private placement priced at-the-market under Nasdaq rules, (i) 438,334 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and accompanying warrants to purchase an aggregate of 438,334 shares of Common Stock, and (ii) pre-funded warrants to purchase up to an aggregate of 1,950,502 shares of Common Stock (the “Pre-Funded Warrants”) and accompanying warrants to purchase an aggregate of 1,950,502 shares of Common Stock. The accompanying warrants to purchase Common Stock are referred to herein collectively as the “Common Stock Warrants.” Under the Securities Purchase Agreement, each Share and accompanying warrants to purchase Common Stock were sold together at a combined price of $4.605, and each Pre-Funded Warrant and accompanying warrants to purchase Common Stock were sold together at a combined price of $4.6047, for gross proceeds of approximately $11,000, before deducting placement agent fees and estimated offering expenses payable by the Company. In 2022, each of the Pre-Funded Warrants were exercised. The Common Stock Warrants expire five years from the date of issuance. The Company evaluated the Pre-Funded Warrants and concluded that they met the criteria to be classified within stockholders’ equity, with proceeds recorded as common stock and additional paid-in-capital. The Company evaluated the Common Stock Warrants and concluded they do not meet the criteria to be classified within stockholders’ equity. The Common Stock Warrants included provisions which could result in a different settlement value for the Common Stock Warrants depending on the registration status of the underlying shares. Because these conditions were not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Common Stock Warrants are not considered to be indexed to the Company’s own stock. The Company recorded the Common Stock Warrants as liabilities on the Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations at each reporting date. At the date of issuance, the Company performed a Black-Scholes valuation of the Common Stock Warrants, resulting in a fair value of $3.2781 per Common Stock Warrant. At June 30, 2022, the Company reassessed the fair value of the Common Stock Warrants via Black Scholes valuation methodology and determined that the fair value of the Common Stock Warrants was $1.2057 per Common Stock Warrant, resulting in the Company recording a gain on the fair value of the Common Stock Warrants of $4,950 in the Consolidated Statement of Operations for the year ended December 31, 2022.

On February 17, 2022, in connection with the Credit Agreement with Slipstream, the Company issued to Slipstream the Lender Warrants. The Lender Warrants were not exercisable until 180 days after the issuance date. The common shares underlying the Lender Warrants have not yet been registered for resale under the Securities Act of 1933, which provided Slipstream with an option for cashless exercise once the Lender Warrants became exercisable until such time as such registration occurs. The Lender Warrants expire five years from the date of issuance. The Company evaluated the Lender Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The Lender Warrants include provisions which could result in a different settlement value, for the Lender Warrants depending on the registration status of the underlying shares. Because these conditions are not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Lender Warrants are not considered to be indexed to the Company’s own stock. The Company recorded the Lender Warrants as liabilities on the Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations at each reporting date. At the date of issuance, the Company performed a Black-Scholes valuation of the Lender Warrants, resulting in a fair value of $2.4387 per Lender Warrant. In recording the Lender Warrants liability, the Company recorded an increase in debt discount in the Consolidated Balance Sheet associated with the issuance of the Lender Warrants of $4,223, which is being amortized through interest expense in the Condensed Consolidated Statement of Operations over the life of the Acquisition Term Loan and Consolidation Term Loans. At June 30, 2022, the Company reassessed the fair value of the Lender Warrants via Black Scholes valuation methodology and determined that the fair value of the Lender Warrants was $1.1097 per Lender Warrant, resulting in the Company recording a gain on the fair value of the Lender Warrants of $2,302 in the Consolidated Statement of Operations for the year ended December 31, 2022.

On February 17, 2022, in connection with obtaining a waiver of certain restrictions in investment documents between an investor and the Company in order to consummate the financing contemplated by the Credit Agreement, the Company paid consideration to such investor in the form of a warrant (the “Purchaser Warrants”) to purchase 466,667 shares of Company common stock in an at-the-market offering under Nasdaq rules. The number of shares of Company common stock subject to the Purchaser Warrants is equal to the waiver fee ($175) divided by $0.375 per share. The exercise price of the Purchaser Warrants is $4.23 per share, and the Purchaser Warrants were not exercisable until August 17, 2022. The Purchaser Warrants expire five years from the date of issuance. The Company evaluated the Purchaser Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The Purchaser Warrants include provisions which could result in a different settlement value, for the Purchaser Warrants depending on the registration status of the underlying shares. Because these conditions were not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Purchaser Warrants are not considered to be indexed to the Company’s own stock. The Company recorded the Purchaser Warrants as liabilities on the Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations at each reporting date. At the date of issuance, the Company performed a Black-Scholes valuation of the Purchaser Warrants, resulting in a fair value of $2.5968 per Purchaser Warrant. In recording the Purchaser Warrants liability, the Company recorded an expense in the Consolidated Statement of Operations associated with the issuance of the Purchaser Warrants of $1,211. At June 30, 2022, the Company reassessed the fair value of the Purchaser Warrants via Black Scholes valuation methodology and determined that the fair value of the Purchaser Warrants was $1.2051 per Purchaser Warrant, resulting in the Company recording a gain on the fair value of the Purchaser Warrants of $650 in the Consolidated Statement of Operations for the year ended December 31, 2022.

Effective June 30, 2022, the Company amended the terms of the Common Stock Warrants (2,388,836 warrants), Lender Warrants (1,731,499 warrants) and Purchaser Warrants (466,667 warrants). The amendments to such warrants removes the holder’s option to determine the value of such warrants utilizing the VWAP of the Company’s common stock on the trading day immediately preceding the date of a notice in a cashless exercise, and removes the condition to exercising such warrants that the Company’s shareholders approve the exercise thereof (which had already been obtained). The amendments to the warrants also extended the term of such warrants for an additional one year, such that the Common Stock Warrants will expire on February 3, 2028, and the Lender Warrants and Purchaser Warrants will expire on February 17, 2028.

As a result of the extension in term provided in exchange for the amendment, the Company reassessed the fair value of each of the Common Stock, Lender and Purchaser Warrants, resulting in the Company recording a loss on the fair value of these warrants of $345 in the Consolidated Statements of Operations for the year ended December 31, 2022. The foregoing amendments to the warrants resulted in such warrants to be accounted for as equity instruments in the Company’s Consolidated Financial Statements. As such, following recording the gains and losses with respect to these warrant amendments, the Company reclassified the warrant liability of $5,709 from noncurrent liabilities to additional paid-in-capital. These amounts are reflected as additional paid-in-capital in the Consolidated Balance Sheet as of December 31, 2022.

The foregoing amendments to the warrants resulted in such warrants to be accounted for as equity instruments on the Company’s Consolidated Financial Statements as of June 30, 2022. As such, the Company reclassified the warrant liability from noncurrent liabilities to additional paid-in-capital as of June 30, 2022. These amounts are reflected as additional paid-in-capital in the Consolidated Balance Sheet as of December 31, 2022.

- Definition

The entire disclosure for equity.

+ References

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 14 - Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating cash flows paid for operating leases	$ 753	$ 597
Operating cash flows paid for finance leases	5	0
Financing cash flows paid for finance leases	23	(0)
Right-of-use assets obtained in exchange for new finance lease liabilities	$ 169	$ 0

Note 12 - Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
Range of Exercise	Number		Contractual		Exercise		Options		Exercise
Prices between	Outstanding		Life		Price		Exercisable		Price
$4.01 - $8.00		566,673		6.63	$	7.42		566,673	$	7.42
8.01+		96,125		2.03		25.22		96,125		25.22
		662,798		5.96	$	10.00		662,798	$	10.00

Weighted

Average

Weighted

Remaining

Average

Range of Exercise

Number

Contractual

Exercise

Options

Exercise

Prices between

Outstanding

Life

Price

Exercisable

Price

$4.01 - $8.00

240,000

6.42

7.59

240,000

7.59

Weighted

Average

Weighted

Remaining

Average

Range of Exercise

Number

Contractual

Exercise

Options

Exercise

Prices between

Outstanding

Life

Price

Exercisable

Price

$0.01 - $4.00

733,334

1.13

3.00

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Market Vesting Options*				*Time Vesting Options*					*Performance Vesting Options*
			*Weighted*					*Weighted*				*Weighted*
			*Average*					*Average*				*Average*
	*Options*		*Exercise*		*Options*			*Exercise*		*Options*		*Exercise*
Date/Activity	*Outstanding*		*Price*		*Outstanding*			*Price*		*Outstanding*		*Price*
Balance, December 31, 2022		633,334		3.00		662,910			10.02		240,000	$	7.59
Granted		100,000		3.00		-			-		-		-
Forfeited or expired		-		-		(112	)		162.00		-		-
Balance, December 31, 2023		733,334		3.00		662,798			10.00		240,000	$	7.59

Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

	*Share Price Targets*
																*Guaranteed*			*Total*
Executive	$	6.00		$	9.00		$	12.00		$	15.00		$	18.00		*Price*			*Shares*
Mills Shares Vested		16,667			33,334			50,000			66,667			83,334			83,334			333,334
Logan Shares Vested		10,000			20,000			30,000			40,000			50,000			50,000			200,000

Percentage of Shares Vested		5	%		10	%		15	%		20	%		25	%		25	%

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Risk-free interest rate	3.30	%
Expected term (in years)	2.68
Expected price volatility	123.53	%
Dividend yield	0	%

Risk-free interest rate	1.60	%
Expected term (in years)	6.25
Expected price volatility	97.78	%
Dividend yield	0	%

Risk-free interest rate	0.66	%
Expected term (in years)	6.25
Expected price volatility	89.18	%
Dividend yield	0	%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 2,910	$ 1,633
Accounts receivable, net	12,468	8,263
Inventories, net	2,567	2,267
Prepaid expenses and other current assets	665	1,819
Total Current Assets	18,610	13,982
Property and equipment, net	499	201
Goodwill	26,453	26,453
Other intangible assets, net	24,062	23,752
Operating lease right-of-use assets	1,041	1,584
Other non-current assets	112	43
Total Assets	70,777	66,015
Current Liabilities:
Accounts payable	7,876	3,757
Accrued expenses and other current liabilities	3,761	3,828
Deferred revenues	1,132	1,223
Customer deposits	3,233	2,478
Current maturities of operating leases	505	711
Total Current Liabilities	20,197	16,496
Long-term Secured Promissory Note	0	208
Long-term obligations under operating leases	536	873
Contingent consideration, at fair value	11,208	9,789
Other non-current liabilities	176	205
Total Liabilities	41,946	40,436
Shareholders' Equity
Common stock, $0.01 par value, 66,666 shares authorized; 10,409 and 7,266 shares issued and outstanding, respectively	104	72
Additional paid in capital	82,073	75,916
Accumulated deficit	(53,346)	(50,409)
Total Shareholders' Equity	28,831	25,579
Total Liabilities and Shareholders' Equity	70,777	66,015
Seller Note [Member]
Current Liabilities:
Short-term portion of Secured Promissory Note	0	1,248
Consolidated Term Loan [Member] \| Related Party [Member]
Current Liabilities:
Short-term portion of related party Consolidation Term Loan, net of $747 and $745 discount, respectively	3,690	1,251
Long-term related party Acquisition Term Loan, net of $787 and $1,484 discount, respectively	616	4,349
Term Loan 2022 [Member] \| Related Party [Member]
Current Liabilities:
Short-term portion of related party Consolidation Term Loan, net of $747 and $745 discount, respectively	0	2,000
Acquisition Term Loan [Member] \| Related Party [Member]
Current Liabilities:
Long-term related party Acquisition Term Loan, net of $787 and $1,484 discount, respectively	$ 9,213	$ 8,516

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Activities:
Net (loss) income	$ (2,937)	$ 1,876
Adjustments to reconcile net (loss) income to be used in operating activities:
Depreciation and amortization	3,221	2,833
Amortization of debt discount	1,443	1,268
Amortization of stock-based compensation	563	2,116
Bad debt expense	153	398
Change in fair value of contingent consideration	1,419	(1,074)
Deferred income taxes	44	0
Loss on warrant amendment	0	345
Loss on settlement of obligations	0	237
Changes to operating assets and liabilities:
Accounts receivable	(4,358)	(3,927)
Inventories, net	(300)	(197)
Prepaid expenses and other current assets	952	480
Accounts payable	4,486	914
Increase (Decrease) in Accrued Liabilities	(47)	1,112
Deferred revenue	(91)	(462)
Customer deposits	755	110
Other, net	(136)	(47)
Net cash provided by (used in) operating activities	5,167	(708)
Investing activities
Acquisition of business, net of cash acquired	0	(17,186)
Purchases of property and equipment	(306)	(149)
Capitalization of internal and external labor for software development	(3,721)	(4,140)
Net cash used in investing activities	(4,027)	(21,475)
Financing activities
Proceeds from sale of common stock, net of offering expenses	5,454	0
Proceeds from sale & exercise of pre-funded warrants in PIPE, net of offering expenses	0	8,295
Proceeds from sale of common stock in PIPE, net of offering expenses	0	1,814
Principal payments on finance leases	(23)	0
Net cash provided by financing activities	137	20,933
Increase (decrease) in Cash and Cash Equivalents	1,277	(1,250)
Cash and Cash Equivalents, beginning of year	1,633	2,883
Cash and Cash Equivalents, end of year	2,910	1,633
Acquisition Term Loan [Member]
Financing activities
Proceeds from Term Loan	0	9,868
Term Loan 2022 [Member]
Financing activities
Proceeds from Term Loan	0	2,000
Repayment of notes payable	(2,000)	0
Consolidated Term Loan [Member]
Financing activities
Repayment of notes payable	(2,040)
Secured Promissory Note [Member]
Financing activities
Repayment of notes payable	(1,254)	(1,044)
Warrants in Debt and Equity Offerings to Finance Merger [Member]
Adjustments to reconcile net (loss) income to be used in operating activities:
Gain on change in fair value of warrants	0	(7,902)
Purchaser Warrant [Member]
Adjustments to reconcile net (loss) income to be used in operating activities:
Loss on debt waiver consent	$ 0	$ 1,212

Note 7 - Intangible Assets, Including Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Gross	$ 33,464	$ 35,151
Finite-Lived Intangible Assets, Accumulated Amortization	9,402	11,399
Total	24,062	23,752
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets, Gross	6,900	9,765
Finite-Lived Intangible Assets, Accumulated Amortization	2,255	4,354
Purchased and Developed Software [Member]
Finite-Lived Intangible Assets, Gross	5,284	4,682
Finite-Lived Intangible Assets, Accumulated Amortization	3,405	3,375
In-process Internally Developed Software Platform [Member]
Finite-Lived Intangible Assets, Gross	6,080	4,074
Finite-Lived Intangible Assets, Accumulated Amortization	0	0
Customer Relationships [Member]
Finite-Lived Intangible Assets, Gross	13,910	15,000
Finite-Lived Intangible Assets, Accumulated Amortization	3,054	2,849
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets, Gross	1,260	1,600
Finite-Lived Intangible Assets, Accumulated Amortization	660	808
Noncompete Agreements [Member]
Finite-Lived Intangible Assets, Gross	30	30
Finite-Lived Intangible Assets, Accumulated Amortization	$ 28	$ 13

Note 12 - Stock-based Compensation

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 12: STOCK-BASED COMPENSATION

A summary of outstanding options as of December 31, 2023 is included below:

Time Vesting Options

			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
Range of Exercise	Number		Contractual		Exercise		Options		Exercise
Prices between	Outstanding		Life		Price		Exercisable		Price
$4.01 - $8.00		566,673		6.63	$	7.42		566,673	$	7.42
8.01+		96,125		2.03		25.22		96,125		25.22
		662,798		5.96	$	10.00		662,798	$	10.00

Performance Vesting Options

Weighted

Average

Weighted

Remaining

Average

Range of Exercise

Number

Contractual

Exercise

Options

Exercise

Prices between

Outstanding

Life

Price

Exercisable

Price

$4.01 - $8.00

240,000

6.42

7.59

240,000

7.59

Market Vesting Options

Weighted

Average

Weighted

Remaining

Average

Range of Exercise

Number

Contractual

Exercise

Options

Exercise

Prices between

Outstanding

Life

Price

Exercisable

Price

$0.01 - $4.00

733,334

1.13

3.00

	*Market Vesting Options*				*Time Vesting Options*					*Performance Vesting Options*
			*Weighted*					*Weighted*				*Weighted*
			*Average*					*Average*				*Average*
	*Options*		*Exercise*		*Options*			*Exercise*		*Options*		*Exercise*
Date/Activity	*Outstanding*		*Price*		*Outstanding*			*Price*		*Outstanding*		*Price*
Balance, December 31, 2022		633,334		3.00		662,910			10.02		240,000	$	7.59
Granted		100,000		3.00		-			-		-		-
Forfeited or expired		-		-		(112	)		162.00		-		-
Balance, December 31, 2023		733,334		3.00		662,798			10.00		240,000	$	7.59

The weighted average remaining contractual life for options exercisable is 6.1 years as of December 31, 2023.

Valuation Information for Stock-Based Compensation

For purposes of determining estimated fair value under FASB ASC 718-10, Stock Compensation, the Company computed the estimated fair values of stock options using the Black-Scholes model.

Amendment to Performance Options

On June 1, 2020, Rick Mills, CEO, and Will Logan, CFO, were issued ten-year options to purchase 160,000 and 80,000 shares of common stock (the “Performance Options”), respectively, which vest in equal installments over a three-year period (2020-2022), subject to satisfying the Company revenue targets and EBITDA (earnings before interest, taxes, depreciation, and amortization) targets for the applicable year. In each of calendar years 2020, 2021 and 2022, one-third of the total shares may vest (if the revenue and EBITDA targets are met), and the shares that are subject to vesting each year are allocated equally to each of the revenue and EBITDA targets for such year. The Performance Options include a catch-up provision, where any options that did not vest during a prior year due to the Company’s failure to meet a prior revenue or EBITDA target may vest in a subsequent vesting year if the revenue or EBITDA target, as applicable, is met in the future year.

On June 15, 2022, the Board approved of an amendment to the Performance Options to provide that the revenue target for the calendar year 2022 set forth therein ($38,000) was eliminated, and the remaining shares that are available for vesting under the Performance Options (106,667 unvested shares for Mr. Mills and 53,334 for Mr. Logan) (including the unvested portions of shares based on the satisfaction of the revenue targets for 2020 and 2021 by virtue of the catch-up provisions in the Performance Options) will fully vest upon the achievement of an updated EBITDA target for calendar year 2022 of $3,600.

The Performance Options state that the calculation of EBITDA set forth in the Performance Options shall be calculated in a form consistent with the Company’s 2022 approved budget, which

(i) excluded any impact on EBITDA of:

(a) the accounting treatment (including any "mark-to-market accounting") of the Company's warrants or the "Guaranteed Consideration" (as defined in the Merger Agreement),

(b) non-recurring transaction expenses associated with the Merger and the capital raising financing activities of the Company to effectuate the Merger, and

(ii) included deductions related to any cash or stock bonuses paid or payable to any employees of the Company for services provided in calendar year 2022 (even if such bonuses are actually paid after calendar year 2022), including bonuses paid pursuant to the terms of the 2022 Cash Bonus Plan (as described below).

The unvested portion of the Performance Options as of December 31, 2022 vested in full effective March 30, 2023 upon confirmation by the Board of Directors of achievement of the performance metrics for the year ended December 31, 2022.

The exercise price of the foregoing options is $7.59 per share, the closing price of the Company’s common stock on the date of issuance (as adjusted by the Company's 1-for-3 reverse stock split in March 2023). The options were issued from the 2014 Stock Incentive Plan.

Issuance of Options

On June 15, 2022, Messrs. Mills and Logan received ten-year options to purchase 333,334 and 200,000 shares of common stock, respectively (the “New Options”). The New Options are eligible to vest at any time on or prior to February 17, 2025 if the trailing 10-trading day VWAP of the Company’s common stock, as reported on the Nasdaq Capital Market, exceeds the share price targets below, subject to such executive serving the Company as a director, officer, employee or consultant at such time:

	*Share Price Targets*
																*Guaranteed*			*Total*
Executive	$	6.00		$	9.00		$	12.00		$	15.00		$	18.00		*Price*			*Shares*
Mills Shares Vested		16,667			33,334			50,000			66,667			83,334			83,334			333,334
Logan Shares Vested		10,000			20,000			30,000			40,000			50,000			50,000			200,000

Percentage of Shares Vested		5	%		10	%		15	%		20	%		25	%		25	%

The “Guaranteed Price” has the meaning ascribed to such term in the Merger Agreement.

The exercise price of the New Options is $3.00 per share, which exceeded the closing price of the Company’s common stock on the date of issuance (as adjusted by the Company's 1-for-3 reverse stock split in March 2023). The New Options were issued from the Company’s 2014 Stock Incentive Plan, as amended. An additional 100,000 options with identical market vesting restrictions were issued to non-executives.

The fair value of the options on the grant date varied between $0.63 and $1.11 per award as determined using the Monte Carlo model. These values were calculated using the following weighted average assumptions:

Risk-free interest rate	3.30	%
Expected term (in years)	2.68
Expected price volatility	123.53	%
Dividend yield	0	%

At the grant date, the Company evaluated the probability of achieving the share price targets in each tranche based, in part, on work performed by the Company’s third party valuation specialist in conjunction with evaluating the contingent consideration. As a result of that evaluation of probability, during the year-ended December 31, 2023, the Company recorded $13 of compensation expense. These awards have not yet vested and are subject to actual share price performance through February 2025.

On November 17, 2021, Creative Realities’ Board of Directors updated its director compensation plan to compensate non-officer directors resulting in the Company granting 10-year options to purchase an aggregate of 85,000 shares of its common stock to non-employee directors of the Company under the Company’s 2014 Stock Incentive Plan (the “Plan”). One-third of the options vested immediately, with half of the remaining options vesting at each of the first and second anniversaries of the grant date. The options have an exercise price of $6.63, the market value of the Company’s common stock on the grant date. The fair value of the options on the grant date was $5.23 and was determined using the Black-Scholes model. These values were calculated using the following weighted average assumptions:

Risk-free interest rate	1.60	%
Expected term (in years)	6.25
Expected price volatility	97.78	%
Dividend yield	0	%

On June 1, 2020 the Board of Directors of the Company granted 10-year options to purchase an aggregate of 526,667 shares of its common stock to employees of the Company subject to shareholder approval of an increase in the reserve of shares authorized for issuance under the Company’s 2014 Stock Incentive Plan (the “Plan”). On July 10, 2020, the Company held a special meeting of the Company’s shareholders at which the shareholders approved the amendment to the Plan, which increased the reserve of shares authorized for issuance thereunder to 2,000,000 shares.

The options awarded vest over 3 years and have an exercise price of $7.59, the market value of the Company’s common stock on the grant date. The fair value of the options on the grant date was $5.61 and was determined using the Black-Scholes model. These values were calculated using the following weighted average assumptions:

Risk-free interest rate	0.66	%
Expected term (in years)	6.25
Expected price volatility	89.18	%
Dividend yield	0	%

Stock Compensation Expense Information

ASC 718-10, Stock Compensation, requires measurement and recognition of compensation expense for all stock-based payments including warrants, stock options, restricted stock grants and stock bonuses based on estimated fair values. Under the Amended and Restated 2006 Equity Incentive Plan, the Company reserved 573,334 shares for purchase by the Company’s employees and under the Amended and Restated 2006 Non-Employee Director Stock Option Plan the Company reserved 233,334 shares for purchase by the Company’s employees. There are 3,890 options outstanding under the 2006 Equity Incentive Plan.

In October 2014, the Company’s shareholders approved the 2014 Stock Incentive Plan, under which 7,390,355 shares were reserved for purchase by the Company’s employees. In August 2018, a special meeting of shareholders was held in which the shareholders voted to amend the Company’s 2014 Stock Incentive Plan to increase the reserve of shares authorized for issuance thereunder, from 7,390,355 shares to 18,000,000 shares. Following a 1-for-30 reverse stock split, the shares authorized for issuance under the Company’s 2014 Stock Incentive Plan was reduced to 600,000. On July 10, 2020, the Company’s shareholders approved an amendment to the Company’s 2014 Stock Incentive Plan to increase the reserve of authorized for issuance thereunder to 6,000,000. Following a 1-for-3 reverse stock split, the shares authorized for issuance under the Company's 2014 Stock Incentive Plan was reduced to 2,000,000. There are 1,632,242 options outstanding under the 2014 Stock Incentive Plan.

Employee Awards

Compensation expense recognized for the issuance of stock options to employees for the years ended December 31, 2023 and 2022 of $383 and $1,689, respectively, was included in general and administrative expense in the Consolidated Financial Statements.

At December 31, 2023, there was $0 and $100 of total unrecognized compensation expense related to unvested share-based awards with time vesting and performance vesting criteria for employees, respectively. Expense related to performance vesting options will be recognized over the next 14 months and will be adjusted for any future forfeitures as they occur.

Non-Employee Awards

Compensation expense recognized for the issuance of stock options, including those options awarded to our Board of Directors, for the years ended December 31, 2023 and 2022 of $150 and $198, respectively, was included in general and administrative expense in the Consolidated Financial Statements. At December 31, 2023, unrecognized compensation expense related to unvested share-based awards with time vesting criteria for non-employee directors was $0.

The Company engages certain consultants to perform services in exchange for Company common stock. Shares issued for services were calculated based on the ten (10) day volume weighted average price (“VWAP”) for the last ten (10) days during the month of service provided.

During the year ended December 31, 2023 and December 31, 2022, the Company issued shares issuable in exchange for services in the amount of $55 and $100, respectively.

Note 14 - Leases - Schedule of Classification of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating lease expense	$ 753	$ 579
Amortization of right-of-use assets	23	0
Interest on lease obligations	5	0
Total lease expense	$ 781	$ 579
Operating leases (Year)	2 years 7 months 6 days
Finance leases (Year)	3 years 4 months 24 days
Operating leases	10.00%
Finance leases	5.70%

Note 12 - Stock-based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock Incentive Plan 2014 [Member]	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement, Employee [Member]
Risk-free interest rate	0.66%
Expected term (in years) (Year)	6 years 3 months
Expected price volatility	89.18%
Dividend yield	0.00%
Non-officer Directors [Member]
Risk-free interest rate	1.60%
Expected term (in years) (Year)	6 years 3 months
Expected price volatility	97.78%
Dividend yield	0.00%
New Options [Member]
Risk-free interest rate	3.30%
Expected term (in years) (Year)	2 years 8 months 4 days
Expected price volatility	123.53%
Dividend yield	0.00%

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying Consolidated Financial Statements follows:

1. Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X and include all of the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for annual financial reporting.

The Consolidated Financial Statements include the accounts of Creative Realities, Inc. and our wholly owned subsidiaries Allure Global Solutions, Inc., Creative Realities Canada, Inc., and Reflect Systems, Inc. All intercompany balances and transactions have been eliminated in consolidation, as applicable.

2. Recently Issued and Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses, which requires entities to estimate expected lifetime credit losses on financial assets and provide expanded disclosures. This ASU replaced the incurred loss methodology with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We adopted ASU No. 2016-13 on January 1, 2023. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements, as the Company's primary financial assets are its trade accounts receivable, which are short-term financings under industry standard credit and trade terms.

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for us in the first quarter of 2024 on a full or modified retrospective basis. We do not expect the adoption of this guidance to have a material impact on our Consolidated Financial Statements.

3. Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, applying the five-step model.

If an arrangement involves multiple performance obligations, the obligations are analyzed to determine the separate units of accounting, whether the obligations have value on a standalone basis and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach.

The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the customer and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances.

Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company has very few contracts with material extended payment terms as payment is typically due at or shortly after the time of the sale, typically ranging between thirty and ninety days. In those instances where the Company has material extended payment terms (most commonly in multi-year arrangements where the Company acts as an agent to a transaction on behalf of its customers), the Company evaluates and applies constraints to arrive at the revenue recognized in the period in which a contract is entered. Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach when one is not available. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the customers. A contract liability is recognized as deferred revenue when the Company invoices customers in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation.

The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that do not exceed one year.

4. Allowance for Credit Losses

The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying Consolidated Balance Sheets.

The Company had the following activity for its allowance for credit losses from December 31, 2021 to December 31, 2023:

Balance as of December 31, 2021	$	620
Amounts accrued		398
Write-offs charged against the allowance		(34	)
Balance as of December 31, 2022	$	984
Amounts accrued		153
Write-offs charged against the allowance		(436	)
Balance as of December 31, 2023	$	701

5. Inventories

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out (FIFO) method, and consist of the following:

	*December 31,*		*December 31,*
	*2023*		*2022*
Raw materials	$	2,063	$	1,671
Work-in-process		504		596
Total inventories	$	2,567	$	2,267

The reserve for obsolete inventory at December 31, 2023 and 2022 was $160 and $1,777, respectively. The Company disposed of $1,707 related to Safe Space Solutions during the year ended December 31, 2023, all of which was fully reserved at December 31, 2022. The Company is no longer actively promoting the sale of our Safe Space Solutions or purchasing inventory to support such solutions.

6. Impairment of Long-Lived Assets

We review the carrying value of all long-lived assets, including property and equipment, for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets. Under ASC 360, impairment losses are recorded whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.

If the impairment tests indicate that the carrying value of the asset is greater than the expected undiscounted cash flows to be generated by such asset, an impairment loss would be recognized. The impairment loss is determined as the amount by which the carrying value of such asset exceeds its fair value. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such assets using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Considerable management judgment is necessary to estimate the fair value of assets, and accordingly, actual results could vary significantly from such estimates.

7. Basic and Diluted Income/(Loss) per Common Share

Basic and diluted (loss) income per common share for all periods presented is computed using the weighted average number of common shares outstanding. Basic weighted average shares outstanding includes only outstanding common shares. Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling approximately 6,223,134 and 7,360,271 at December 31, 2023 and 2022, respectively were excluded from the computation of (loss) income per share as the strike price on the options and warrants were higher than the Company's market price and therefore anti-dilutive.

8. Income Taxes

Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from a number of matters including, but not limited to, net operating losses, differences in basis of intangibles, stock-based compensation, reserves for uncollectible accounts receivable and inventory, differences in depreciation methods, and accrued expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We had no uncertain tax positions as of December 31, 2023 and 2022.

9. Goodwill and Definite-Lived Intangible Assets

We follow the provisions of ASC 350, Goodwill and Other Intangible Assets. Pursuant to ASC 350, goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually. The Company uses an annual measurement date of September 30 to assess impairment of goodwill and indefinite-lived intangible assets, or as indicators are identified.

Definite-lived intangible assets are amortized straight-line in accordance with their identified useful lives.

10. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: contingent purchase consideration valuation, allowance for credit losses, valuation allowances related to deferred taxes, the fair value of acquired assets and liabilities, the fair value of liabilities reliant upon the appraised fair value of the Company, valuation of stock-based compensation awards and other assumptions and estimates used to evaluate the recoverability of long-lived assets, goodwill and other intangible assets and the related amortization methods and periods. Actual results could differ from those estimates.

11. Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over the estimated service lives, principally using straight-line methods. Leasehold improvements are amortized over the shorter of the life of the improvement or the lease term, using the straight-line method.

Property and equipment consist of the following at December 31, 2023 and 2022:

	*December 31,*
	*2023*			*2022*
Equipment	$	334		$	138
Leasehold improvements		298			197
Furniture and fixtures		205			199
Other depreciable assets		135			124
Total property and equipment		972			658
Less: accumulated depreciation and amortization		(473	)		(457	)
Net property and equipment	$	499		$	201

The estimated useful lives used to compute depreciation and amortization are as follows:

Asset class			*Useful life assigned (in years)*
Equipment			3 – 5
Furniture and fixtures			3 – 5
Leasehold improvements			Shorter of 5 years or term of lease

Depreciation expense was $166 and $131 for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, the Company disposed of certain fully depreciated fixed assets with an acquisition value of $150, no such disposals occurred during the year ended December 31, 2022.

12. Research and Development and Software Development Costs

Research and development expenses consist primarily of development personnel and non-employee contractor costs related to the development of new products and services, enhancement of existing products and services, quality assurance and testing. The Company capitalizes its costs incurred for additional functionality to its internal software. We capitalized approximately $3,366 and $4,444 for the years ended December 31, 2023 and 2022, respectively. These software development costs include both enhancements and upgrades of our customer-based systems including functionality of our internal information systems to aid in our productivity, profitability and customer relationship management. We are amortizing these costs over 3 years once the new projects are completed and placed in service. These costs are included in other intangible assets, net on the Consolidated Balance Sheets.

13. Contingent Consideration

The Company has contingent consideration arrangements related to certain acquisitions to potentially pay additional cash amounts in future periods based on the lack of achievement of certain share price performance goals of our common stock. Such contingent consideration arrangements are recorded at fair value and are classified as liabilities on the acquisition date and are remeasured at each reporting period in accordance with ASC 805-30-35-1 using a Monte Carlo simulation model.

Note 8 - Loans Payable (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Dec. 15, 2023	Feb. 11, 2023	Oct. 31, 2022	Feb. 17, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lender Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)					1,731,499
Warrants and Rights Outstanding, Term (Year)				5 years	5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)					$ 6
Warrant or Right Outstanding, Fair Value Per Warrant (in dollars per share)					$ 2.4387
Acquisition Term Loan [Member]
Debt Instrument, Interest Rate, Cash Interest				8.00%
Debt Instrument, Face Amount					$ 10,000
Debt Instrument, Unamortized Discount, Total					2,032
Consolidated Term Loan [Member]
Debt Instrument, Interest Rate, Cash Interest				10.00%
Interest Expense, Debt					1,443	$ 1,268
Seller Note [Member]
Debt Instrument, Interest Rate, Cash Interest				0.59%
Seller Note [Member] \| Minimum [Member]
Debt Instrument, Interest Rate, Cash Interest				0.59%
Seller Note [Member] \| Maximum [Member]
Debt Instrument, Interest Rate, Cash Interest				4.60%
Term Loan with Related Party [Member]
Debt Instrument, Interest Rate, Cash Interest			12.50%
Secured Promissory Note [Member]
Debt Instrument, Face Amount				$ 2,500
Debt Instrument, Interest Rate, Stated Percentage		4.60%		0.59%
Debt Instrument, Periodic Payment	$ 110	$ 104		$ 104
Cash Merger, Consideration Payable, Reduced Amount		242
Employee Retention and Other Government Credits		242
Secured Promissory Note [Member] \| Maximum [Member] \| Reflect Systems, Inc. [Member]
Receivables from Customers		$ 27
Senior Secured Term Loan [Member]
Debt Instrument, Face Amount							$ 4,767
Secured Convertible Loan [Member]
Debt Instrument, Face Amount							2,418
Consolidation Term Loan [Member]
Debt Instrument, Face Amount							$ 7,185
Debt Instrument, Interest Rate, Stated Percentage							10.00%
Percentage of Warrant Covered by Debt							75.00%
Number of Warrants Covered by Debt (in shares)							898,165
Gain (Loss) on Extinguishment of Debt, Total						$ (295)
Debt Instrument, Unamortized Discount, Total					$ 2,190
Acquisition Loan With Slipstream [Member]
Debt Instrument, Interest Rate, Stated Percentage					8.00%
Percentage of Warrant Covered by Debt					50.00%
Number of Warrants Covered by Debt (in shares)					833,334
Proceeds from Loans					$ 10,000
Proceeds from Loans, Net					$ 9,950
Term Loan 2022 [Member]
Debt Instrument, Face Amount			$ 2,000
Debt Instrument, Interest Rate, Stated Percentage			12.50%
Debt Instrument, Periodic Payment			$ 270

Note 10 - Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
State income tax	$ 39	$ 51
Deferred tax expense - federal	9	30
Deferred tax expense (benefit) – state	35	(2)
Tax expense	$ 83	$ 79

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Note 2 - Summary of Significant Accounting Policies - Allowance for Credit Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Balance	$ 984	$ 620
Amounts accrued	153	398
Write-offs charged against the allowance	(436)	(34)
Balance	$ 701	$ 984

Note 6 - Supplemental Cash Flow Statement Information (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	*Year Ended*
	*December 31,*
	*2023*		*2022*
Supplemental non-cash Investing and Financing activities
Capitalized software in accounts payable	$	201	$	556
Property and equipment in accounts payable	$	-	$	11

Supplemental disclosure information for cash flow
Cash paid during the period for:
Interest	$	1,685	$	1,350
Income taxes	$	78	$	43

Note 5 - Business Combination - Preliminary Purchase Price (Details) - Reflect Systems, Inc. [Member] - USD ($)
$ in Thousands

12 Months Ended

Nov. 12, 2021

Dec. 31, 2023

Cash consideration for Reflect stock

$ 16,166

$ 16,664

^[1]

Common stock issued to Reflect shareholders

^[2]

4,667

Total consideration

36,360

Vendor deposit with the Company

$ 818

818

^[3]

Cash acquired

^[4]

812

Net consideration transferred

34,730

Contingent Consideration [Member]

Liability

^[5]

10,862

Secured Promissory Note [Member]

Liability

^[6]

2,500

Retention Bonus Plan [Member]

Cash consideration for Retention Bonus Plan

^[7]

1,334

Common stock issued to Retention Bonus Plan

^[8]

$ 333

[1]	Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.
[2]	Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement.
[3]	Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805.
[4]	Represents the Reflect cash balance acquired at Closing.
[5]	Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after February 17, 2025 (subject to the Extension Option), in an amount by which the value of the CREX Shares on such anniversary is less than $6.40 per share, multiplied by the amount of CREX Shares held by the Reflect stockholders on the Guarantee Date (subject to the Extension Option), subject to the terms of the Merger Agreement. The Company has recorded contingent liabilities related to the Guaranteed Consideration to reflect the Company's 1-for-3 reverse stock split that occurred on March 23, 2023.
[6]	The Secured Promissory Note accrued interest at 0.59% (the applicable federal rate at the time of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. On February 11, 2023, the Company and the Stockholders’ Representative executed an amendment (the “Note Amendment”) to the Secured Promissory Note. The Note Amendment eliminated the balloon payment, extending the maturity date for a one-year period, to February 17, 2024. During the extended period, the Company continued to make monthly principal payments of $104, and the annual interest rate on the outstanding principal increased from 0.59% to 4.60%, which will accrue and is payable in full on the new maturity date.
[7]	Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.
[8]	Company common stock issued to fund initial issuances under the Retention Bonus Plan per Merger Agreement.

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Balance as of December 31, 2021	$	620
Amounts accrued		398
Write-offs charged against the allowance		(34	)
Balance as of December 31, 2022	$	984
Amounts accrued		153
Write-offs charged against the allowance		(436	)
Balance as of December 31, 2023	$	701

Schedule of Inventory, Current [Table Text Block]

	*December 31,*		*December 31,*
	*2023*		*2022*
Raw materials	$	2,063	$	1,671
Work-in-process		504		596
Total inventories	$	2,567	$	2,267

Property, Plant and Equipment [Table Text Block]

	*December 31,*
	*2023*			*2022*
Equipment	$	334		$	138
Leasehold improvements		298			197
Furniture and fixtures		205			199
Other depreciable assets		135			124
Total property and equipment		972			658
Less: accumulated depreciation and amortization		(473	)		(457	)
Net property and equipment	$	499		$	201

Schedule of Estimated Useful Lives [Table Text Block]

Asset class			*Useful life assigned (in years)*
Equipment			3 – 5
Furniture and fixtures			3 – 5
Leasehold improvements			Shorter of 5 years or term of lease

Note 3 - Fair Value Measurement

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

NOTE 3: FAIR VALUE MEASUREMENT

We measure certain financial assets, including cash equivalents, at fair value on a recurring basis. In accordance with ASC 820-10-30, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820-10-35 establishes a three-level hierarchy that prioritizes the inputs used in measuring fair value. The three hierarchy levels are defined as follows:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets.

Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing.

The Company previously recorded warrant liabilities that were measured at fair value on a recurring basis using a binomial option pricing model.

The calculation of the fair value of the contingent consideration contains inputs which are unobservable and involve management judgment and are considered Level 3 estimates. Additionally, the separately identifiable intangible assets rely on a discounted cash flow model which utilizes inputs including the calculation of the weighted average cost of capital and management’s forecast of future financial performance which are unobservable and involve management judgment and are considered Level 3 estimates.

The calculation of the weighted average cost of capital and management’s forecast of future financial performance utilized within our discounted cash flow model for the impairment of goodwill contains inputs which are unobservable and involve management judgment and are considered Level 3 estimates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 4 - Revenue Recognition (Details Textual)	12 Months Ended
Note 4 - Revenue Recognition (Details Textual)	Dec. 31, 2023
Software Licensing and Delivery [Member] \| Minimum [Member]
Revenue Recognition, Contract Term (Month)	12 months
Software Licensing and Delivery [Member] \| Maximum [Member]
Revenue Recognition, Contract Term (Month)	36 months
Support Service [Member] \| Minimum [Member]
Revenue Recognition, Contract Term (Month)	12 months
Support Service [Member] \| Maximum [Member]
Revenue Recognition, Contract Term (Month)	36 months
Media [Member] \| Minimum [Member]
Revenue Recognition, Contract Term (Month)	1 day
Revenue Recognition, Commission Percentage on Revenue	30.00%
Media [Member] \| Maximum [Member]
Revenue Recognition, Contract Term (Month)	8 years
Revenue Recognition, Commission Percentage on Revenue	40.00%

Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Unrecognized Tax Benefits, Ending Balance	$ 0	$ 0
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0
Operating Loss Carryforwards, Indefinite Carryforward	$ 13,808

Note 6 - Supplemental Cash Flow Statement Information - Supplemental Cash Flow Statement Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Capitalized software in accounts payable	$ 201	$ 556
Property and equipment in accounts payable	0	11
Interest	1,685	1,350
Income taxes	$ 78	$ 43

Note 9 - Commitments and Contingencies (Details Textual) - Alleged Breach of Contract Related to Hardware Failures of Equipment Installations Performed by Allure [Member] - USD ($) $ in Thousands	Mar. 10, 2023	Oct. 10, 2019
Loss Contingency, Damages Sought, Value		$ 3,200
Litigation Settlement, Amount Awarded to Other Party	$ 733
Litigation Settlement, Amount Awarded to Other Party, Covered by Insurance	700
Litigation Settlement, Amount Awarded to Other Party, Not Covered by Insurance	$ 33

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

1. Basis of Presentation

New Accounting Pronouncements, Policy [Policy Text Block]

2. Recently Issued and Adopted Accounting Pronouncements

Revenue from Contract with Customer [Policy Text Block]

3. Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, applying the five-step model.

Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block]

4. Allowance for Credit Losses

The Company had the following activity for its allowance for credit losses from December 31, 2021 to December 31, 2023:

Balance as of December 31, 2021	$	620
Amounts accrued		398
Write-offs charged against the allowance		(34	)
Balance as of December 31, 2022	$	984
Amounts accrued		153
Write-offs charged against the allowance		(436	)
Balance as of December 31, 2023	$	701

Inventory, Policy [Policy Text Block]

5. Inventories

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out (FIFO) method, and consist of the following:

	*December 31,*		*December 31,*
	*2023*		*2022*
Raw materials	$	2,063	$	1,671
Work-in-process		504		596
Total inventories	$	2,567	$	2,267

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

6. Impairment of Long-Lived Assets

Earnings Per Share, Policy [Policy Text Block]

7. Basic and Diluted Income/(Loss) per Common Share

Income Tax, Policy [Policy Text Block]

8. Income Taxes

Goodwill and Intangible Assets, Policy [Policy Text Block]

9. Goodwill and Definite-Lived Intangible Assets

Definite-lived intangible assets are amortized straight-line in accordance with their identified useful lives.

Use of Estimates, Policy [Policy Text Block]

10. Use of Estimates

Property, Plant and Equipment, Policy [Policy Text Block]

11. Property and Equipment

Property and equipment consist of the following at December 31, 2023 and 2022:

	*December 31,*
	*2023*			*2022*
Equipment	$	334		$	138
Leasehold improvements		298			197
Furniture and fixtures		205			199
Other depreciable assets		135			124
Total property and equipment		972			658
Less: accumulated depreciation and amortization		(473	)		(457	)
Net property and equipment	$	499		$	201

The estimated useful lives used to compute depreciation and amortization are as follows:

Asset class			*Useful life assigned (in years)*
Equipment			3 – 5
Furniture and fixtures			3 – 5
Leasehold improvements			Shorter of 5 years or term of lease

Research and Development Expense, Policy [Policy Text Block]

12. Research and Development and Software Development Costs

Business Combinations Policy [Policy Text Block]

13. Contingent Consideration

Note 12 - Stock-based Compensation - Summary of Share Vesting Activity (Details) - New Options [Member] - Stock Incentive Plan 2014 [Member]	Jun. 15, 2022 shares
Vesting at Share Price of 2.00 [Member]
Percentage of Shares Vested	5.00%
Vesting at Share Price Target of $3.00 [Member]
Percentage of Shares Vested	10.00%
Vesting at Share Price Target of $4.00 [Member]
Percentage of Shares Vested	15.00%
Vesting at Share Price Target of $5.00 [Member]
Percentage of Shares Vested	20.00%
Vesting at Share Price Target of $6.00 [Member]
Percentage of Shares Vested	25.00%
Vesting at Guaranteed Price [Member]
Percentage of Shares Vested	25.00%
Chief Executive Officer [Member]
Options expected to vest (in shares)	333,334
Chief Executive Officer [Member] \| Vesting at Share Price of 2.00 [Member]
Options expected to vest (in shares)	16,667
Chief Executive Officer [Member] \| Vesting at Share Price Target of $3.00 [Member]
Options expected to vest (in shares)	33,334
Chief Executive Officer [Member] \| Vesting at Share Price Target of $4.00 [Member]
Options expected to vest (in shares)	50,000
Chief Executive Officer [Member] \| Vesting at Share Price Target of $5.00 [Member]
Options expected to vest (in shares)	66,667
Chief Executive Officer [Member] \| Vesting at Share Price Target of $6.00 [Member]
Options expected to vest (in shares)	83,334
Chief Executive Officer [Member] \| Vesting at Guaranteed Price [Member]
Options expected to vest (in shares)	83,334
Chief Financial Officer [Member]
Options expected to vest (in shares)	200,000
Chief Financial Officer [Member] \| Vesting at Share Price of 2.00 [Member]
Options expected to vest (in shares)	10,000
Chief Financial Officer [Member] \| Vesting at Share Price Target of $3.00 [Member]
Options expected to vest (in shares)	20,000
Chief Financial Officer [Member] \| Vesting at Share Price Target of $4.00 [Member]
Options expected to vest (in shares)	30,000
Chief Financial Officer [Member] \| Vesting at Share Price Target of $5.00 [Member]
Options expected to vest (in shares)	40,000
Chief Financial Officer [Member] \| Vesting at Share Price Target of $6.00 [Member]
Options expected to vest (in shares)	50,000
Chief Financial Officer [Member] \| Vesting at Guaranteed Price [Member]
Options expected to vest (in shares)	50,000

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	ITEM 9B OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended December 31, 2023, none of the officers (as defined in Exchange Act Rule 16a-1(f)) or directors of the Company adopted or terminated a “Rule 10b5-1 trading arrangement,” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement. Earnings Release On March 21, 2024, the Company issued a press release announcing its financial condition and results of operations for the three months and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference into this Item 9B in lieu of separately furnishing such press release under Item 2.02 of Form 8-K. This disclosure, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 5 - Business Combination - Identifiable Intangible Assets (Details) - Reflect Systems, Inc. [Member] $ in Thousands	3 Months Ended
	Feb. 17, 2022 USD ($)
Valuation	$ 17,160
Trade Names [Member]
Valuation	$ 960
Amortization period (Year)	5 years
Developed Technology Rights [Member]
Valuation	$ 5,130
Amortization period (Year)	10 years
Noncompete Agreements [Member]
Valuation	$ 30
Amortization period (Year)	2 years
Customer Relationships [Member]
Valuation	$ 11,040
Amortization period (Year)	10 years

Note 11 - Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Jun. 30, 2022	Feb. 17, 2022	Feb. 03, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 27, 2023
Common Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.01	$ 0.01	$ 0.01
Additional Paid in Capital, Total				$ 82,073	$ 75,916
Warrants With Securities Purchase Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			438,334
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share)	$ 1.2057				$ 3.2781
Fair Value Adjustment of Warrants					$ 4,950
Pre-funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			1,950,502
Common Stock Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			1,950,502
Warrants and Rights Outstanding, Term (Year)	5 years
Class of Warrant or Right, Outstanding (in shares)	2,388,836
Class of Warrant or Right, Extension Term (Year)	1 year
Lender Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				1,731,499
Warrants and Rights Outstanding, Term (Year)		5 years		5 years
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share)	$ 1.1097				$ 2.4387
Fair Value Adjustment of Warrants					$ (2,302)
Debt Instrument, Unamortized Discount, Increase					$ 4,223
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 6
Class of Warrant or Right, Outstanding (in shares)	1,731,499
Purchaser Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		466,667
Warrants and Rights Outstanding, Term (Year)		5 years
Class of Warrant or Right, Fair Value Per Warrant (in dollars per share)	$ 1.2051				$ 2.5968
Fair Value Adjustment of Warrants					$ 650
Class of Warrant or Right, Waiver Fee		$ 175
Class of Warrant or Right, Stated Price Per Share (in dollars per share)		$ 0.375
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 4.23
Warrant Issuance Expense		$ 1,211		$ 0	1,212
Class of Warrant or Right, Outstanding (in shares)	466,667
Amendment to Warrants [Member]
Fair Value Adjustment of Warrants					345
Amendment to Warrants [Member] \| Reclassified From Noncurrent Liabilities to Additional Paid-in-capital [Member]
Additional Paid in Capital, Total					$ 5,709
Securities Purchase Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)			438,334
Common Stock, Par or Stated Value Per Share (in dollars per share)			$ 0.01
Sale of Common Stock and Warrants, Price Per Share (in dollars per share)			4.605
Common Stock and Pre-funded Warrants [Member]
Sale of Common Stock and Warrants, Price Per Share (in dollars per share)			$ 4.6047
Common Stock and Warrants [Member]
Proceeds from Issuance or Sale of Equity, Total			$ 11,000

Note 10 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal statutory rate	21.00%	21.00%
State taxes, net of federal benefit	1.28%	(2.02%)
Foreign rate differential	1.05%	(2.51%)
Fair value of Warrant Liability/Contingent Consideration	(6.48%)	(79.66%)
Discrete items, Transaction items, and Other	(2.13%)	(2.37%)
Changes in valuation allowance	(16.53%)	69.60%
Effective tax rate	(1.81%)	4.04%

Note 4 - Revenue Recognition

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

NOTE 4: REVENUE RECOGNITION

The Company applies ASC 606 for revenue recognition. The following table disaggregates the Company’s revenue by major source for the years ended December 31, 2023 and 2022:

	*Year*		*Year*
	*Ended*		*Ended*
	*December 31,*		*December 31,*
	*2023*		*2022*
Hardware	$	20,303	$	19,895

Services:
Managed Services		15,916		14,320
Installation Services		4,892		5,693
Other Services		4,055		3,442
Total Services		24,863		23,455

Total Hardware and Services	$	45,166	$	43,350

System hardware sales

System hardware revenue is recognized generally upon shipment of the product or customer acceptance depending upon contractual arrangements with the customer in instances in which the sale of hardware is the sole performance obligation. Shipping charges billed to customers are included in hardware sales and the related shipping costs are included in hardware cost of sales. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. System hardware revenues are classified as “Hardware” within our disaggregated revenue.

Software as a service license sales

Software as a service includes revenue from software licensing and delivery in which software is licensed on a subscription basis and is centrally hosted by the Company. These services often include software updates which provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Contracts for these services are generally 12-36 months in length. We account for revenue from these services in accordance with ASC 985-20-15-5 and recognize revenue ratably over the performance period. Software as a service revenue are classified as “Managed Services” within our disaggregated revenue.

Maintenance and support services

The Company sells support services that include access to technical support personnel for software and hardware troubleshooting. The Company offers a hosting service through our network operations center, or NOC, allowing the ability to monitor and support its customers’ networks 7 days a week, 24 hours a day. These contracts are generally 12-36 months in length. Revenue is recognized over the term of the agreement in proportion to the costs incurred in fulfilling performance obligations under the contract. Maintenance and Support revenues are classified as “Managed Services” within our disaggregated revenue.

Maintenance and support fees are based on the level of service provided to end customers, which can range from monitoring the health of a customer’s network to supporting a sophisticated web-portal to managing the end-to-end hardware and software of a digital marketing system. These agreements are renewable by the customer. Rates for maintenance and support, including subsequent renewal rates, are typically established based upon a fee per location, per device, or a specified percentage of net software license fees as set forth in the arrangement. These contracts are generally 12-36 months in length. Revenue is recognized ratably and evenly over the service period.

The Company also performs time and materials-based maintenance and repair work for customers. Revenue is recognized at a point in time when the performance obligation has been fully satisfied.

Installation services

The Company performs installation services associated with system hardware sales to customers and recognizes revenue upon completion of the installations. Installation services also include engineering and configuration services required to be performed to design and deploy a digital signage system that subsequently becomes an installation project.

When system hardware sales include installation services to be performed by the Company, the goods and services in the contract are, in certain instances, not distinct as the customer contract contemplates an installed solution, inclusive of system hardware. In those instances, the arrangement is accounted for as a single performance obligation. Our customers may control the work-in-process and can make changes to the design specifications over the contract term. In these circumstances, revenues are recognized over time as the installation services are completed based on the relative portion of labor hours completed as a percentage of the budgeted hours for the installation. Typically, in large scale deployments that include installation services, the contract terms segregate performance obligations related to hardware sales and installation services by providing for different legal transfer of title and risk of loss. In those circumstances, installation services are deemed to be a separate performance obligation. In each instance, installation services are recognized at the time of completion. Installation services revenues are classified as “Installation Services” within our disaggregated revenue.

Software design and development services

Software design and custom development sales represent fixed fee orders for work on a time and materials basis and are recognized as revenue when the application, feature, or custom software code has been received and delivery has occurred to the customer. Revenue is recognized generally upon customer acceptance (point-in-time) of the software product and verification that it meets the required specifications. Software is delivered to customers electronically. Software design and development revenues are classified as “Other Services” within our disaggregated revenue.

Media sales

Media revenues are derived from selling (i) promotion and sponsorship packages to monetize customer infrastructure assets, including mobile takeover or physical presence, or (ii) digital advertising inventory to advertisers on digital displays or other outdoor structures, owned or controlled by our customers, each within physical venues. We generally do not own the physical structures on which digital advertising we sell is displayed but instead sell advertising or sponsorship opportunities on behalf of our media network owners to our brands and advertisers.. The Company has concluded that it acts as an agent and reports media revenues on a net basis, with the Company recording its commission, which typically is between thirty percent (30%) and forty percent (40%) of the total media sales contract, as revenue in the consolidated financial statements.

The media sales contracts we facilitate on behalf of our customers range from a single day to eight years. The Company facilitates billing advertisers on behalf of our customers and does not remit the net cash to our customer until the advertiser has paid the Company the fees owed for such advertising. Media revenue services are recognized when the Company has completed its performance obligations under the contract with our customers, which typically has concluded upon facilitating execution of contracts between our customer and a brand/advertiser. The Company applies time-based constraints in accordance with ASC 606 to evaluate the earned portion of the contract to record at execution. Media revenues are classified as “Other Services” within our disaggregated revenue.

For revenues generated through the use of a subcontracted advertising agency, commissions are calculated based on a stated percentage of gross advertising revenue and reported in the Consolidated Statement of Operations within Sales and Marketing expenses.

Software as a service perpetual license sales

Rarely, the Company sells perpetual licenses to its software products under legacy contractual arrangements (as opposed to subscription licenses). These sales include revenue from the sale of a perpetual license to customers that host their own instances of our software. These services traditionally are accompanied by the sale of maintenance and support services contracts. Perpetual license revenue is classified as "Other Services" within our disaggregated revenue.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Note 1 - Nature of Organization and Operations (Details Textual) $ / shares in Units, $ in Thousands			1 Months Ended				3 Months Ended	12 Months Ended		17 Months Ended
	Aug. 17, 2023 USD ($) $ / shares shares	Mar. 27, 2023 $ / shares shares	Sep. 30, 2023 USD ($)	Mar. 31, 2023	Aug. 31, 2020	Sep. 30, 2018	Mar. 31, 2023	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Feb. 17, 2025 USD ($)	Mar. 26, 2023 shares
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.01						$ 0.01	$ 0.01
Common Stock, Shares Authorized (in shares) \| shares		66,666,666						66,666,000	66,666,000		200,000,000
Proceeds from Issuance of Common Stock								$ 5,454	$ 0
Retained Earnings (Accumulated Deficit)								(53,346)	(50,409)
Working Capital								(1,587)
Debt, Current								3,690
Cash and Cash Equivalents, at Carrying Value								2,910	1,633
Operating Income (Loss)								1,346	(2,480)
Net Cash Provided by (Used in) Operating Activities								5,167	$ (708)
Forecast [Member]
Business Combination, Contingent Consideration, Liability										$ 11,208
Amended Term Loan 2023 [Member]
Debt Instrument, Periodic Payment			$ 370
Amended Term Loan 2023 [Member] \| Forecast [Member]
Debt Instrument, Repaid, Principal										$ 4,037
Acquisition Term Loan [Member]
Debt Instrument, Face Amount								$ 10,000
Public Offering [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.01
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,000,000
Shares Issued, Price Per Share (in dollars per share) \| $ / shares	$ 2
Proceeds from Issuance of Common Stock	$ 5,454
Public Offering [Member] \| Underwiring Fees [Member]
Payments of Stock Issuance Costs	478
Public Offering [Member] \| Offering Costs [Member]
Payments of Stock Issuance Costs	$ 68
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		3		3	3	30	3

Note 11 - Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

Year Ended December 31, 2023
	*Warrants (Equity)*
						*Weighted*
				*Weighted*		*Average*
				*Average Exercise*		*Remaining*
	*Amount*			*Price*		*Contractual Life*
Balance January 1, 2023		5,824,027		$	6.56		4.21
Warrants expired		(1,237,025	)		12.70		-
Balance December 31, 2023		4,587,002		$	4.90		4.11

Year Ended December 31, 2022
	*Warrants (Equity)*
						*Weighted*
				*Weighted*		*Average*
				*Average Exercise*		*Remaining*
	*Amount*			*Price*		*Contractual Life*
Balance January 1, 2022		1,367,737		$	13.44		1.73
Warrants issued		1,950,502			4.60		5.00
Warrants exercised		(1,950,502	)		4.60		4.86
Warrants expired		(130,712	)		10.44		-
Warrants reclassified		4,587,002			4.90		4.73
Balance December 31, 2022		5,824,027		$	6.56		4.21

Note 7 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Aug. 17, 2023	Dec. 31, 2023	Dec. 31, 2022
Amortization of Intangible Assets		$ 3,055	$ 2,702
Public Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)	3,000,000
Trade Names [Member]
Impairment of Intangible Assets, Finite-Lived		340
Customer Lists [Member]
Impairment of Intangible Assets, Finite-Lived		1,090
Technology-Based Intangible Assets [Member]
Impairment of Intangible Assets, Finite-Lived		2,864
Capitalized Software [Member]
Impairment of Intangible Assets, Finite-Lived		$ 758

Note 14 - Leases (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Classification of Operating and Financing Lease Assets and Obligations [Table Text Block]

		*Year Ended*
		*December 31,*
		*2023*		*2022*
Assets
Operating lease assets	Operating lease right-of-use assets	$	1,041	$	1,584
Finance lease assets	Property and equipment, net		146		-
Total leased assets		$	1,187	$	1,584

Liabilities
Short-term:
Operating lease obligation	Current maturities of operating leases	$	505	$	711
Finance lease obligation	Accrued expenses and other current liabilities		42		-
Long-term
Operating lease obligation	Long-term obligations under operating leases		536		873
Finance lease obligation	Other non-current liabilities		104		-
Total lease obligations		$	1,187	$	1,584

Lease, Cost [Table Text Block]

	*Year Ended*
	*December 31,*
	*2023*		*2022*

Operating lease expense:
Operating lease expense	$	753	$	579
Finance lease expense:
Amortization of right-of-use assets		23		-
Interest on lease obligations		5		-
Total lease expense	$	781	$	579

	Year Ended
	December 31,
	2023
Weighted average remaining lease term (years)
Operating leases		2.6
Finance leases		3.4

Weighted average discount rate
Operating leases		10.0	%
Finance leases		5.7	%

Lessee, Operating Leases and Finance Leases Maturity [Table Text Block]

	*Operating*			*Finance*			*Total*
	Leases			Leases			Leases
2024	$	536		$	49		$	585
2025		451			48			499
2026		111			44			155
2027		105			19			124
Total undiscounted cash flows	$	1,203		$	160		$	1,363
Less imputed interest		(162	)		(14	)		(176	)
Present value of lease liabilities	$	1,041		$	146		$	1,187

Supplemental Cash Flow Information Related to Leases [Table Text Block]

	*Year Ended*		*Year Ended*
	*December 31,*		*December 31,*
	*2023*		*2022*
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases	$	753	$	597
Operating cash flows paid for finance leases	$	5	$	-
Financing cash flows paid for finance leases	$	23	$	-

Right-of-use assets obtained in exchange for new finance lease liabilities	$	169	$	-

Note 10 - Income Taxes

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 10: INCOME TAXES

Income tax expense consisted of the following:

	*Year ended December 31,*
	*2023*		*2022*
Tax provision summary:
State income tax	$	39	$	51
Deferred tax expense - federal		9		30
Deferred tax expense (benefit) – state		35		(2	)
Tax expense	$	83	$	79

The income tax expense includes federal and state income taxes currently payable and those deferred or prepaid because of temporary differences between financial statement and tax bases of assets and liabilities. The Company records income taxes under the liability method. Under this method, deferred income taxes are recognized for the estimated future tax effects of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws.

A reconciliation of the statutory income tax rate to the effective income tax rates as a percentage of income before income taxes is as follows:

	*2023*			*2022*
Federal statutory rate		21.00	%		21.00	%
State taxes, net of federal benefit		1.28	%		(2.02	)%
Foreign rate differential		1.05	%		(2.51	)%
Fair value of Warrant Liability/Contingent Consideration		(6.48	)%		(79.66	)%
Discrete items, Transaction items, and Other		(2.13	)%		(2.37	)%
Changes in valuation allowance		(16.53	)%		69.60	%
Effective tax rate		(1.81	)%		4.04	%

The net deferred tax assets and liabilities recognized in the accompanying Consolidated Balance Sheets, determined using the income tax rate applicable to each period, consist of the following:

	*December 31,*
	*2023*			*2022*
Deferred tax assets (liabilities):
Reserves	$	249		$	472
Property and equipment		57			165
Accrued expenses		514			593
Right-of-use Asset		(254	)		(253	)
Right-of-use Liability		254			253
IRC 163(j) Interest Carryforward		704			18
Debt issuance costs		135			286
Non-qualified stock options		1,708			1,469
IRC Section 174		593			196
R&D credits		2,312			2,312
Net foreign carryforwards		3,753			3,664
US net operating loss and contribution carryforwards		38,010			37,953
Intangibles		(3,818	)		(3,737	)

Total deferred tax liabilities, net		44,217			43,391
Valuation allowance		(44,290	)		(43,419	)
Net deferred tax liabilities	$	(73	)	$	(28	)

As of December 31, 2023, the Company had no reserves recorded as a liability for unrecognized tax benefits for U.S. federal and state tax jurisdictions. There were no unrecognized tax benefits as of December 31, 2023 that, if recognized, would affect the tax rate. It is the Company’s policy to accrue interest and penalties related to liabilities for income tax contingencies in the provision for income taxes. As of December 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

Our deferred tax assets are primarily related to net federal and state operating loss carryforwards (NOLs). As of December 31, 2023, the Company has federal and state net operating loss carryforwards expiring between 2024 and 2043, $13,808 of which has an indefinite carryforward period. The federal statute of limitations remains open for tax years 2019 through 2022 and state tax jurisdictions generally have statutes of limitations open for tax years 2019 through 2022.

We have substantial NOLs that are limited in usage by IRC Section 382. IRC Section 382 generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership within a statutory testing period.

We have performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Based on the history of losses of the Company, there continues to be a full valuation allowance against the net deferred tax assets of the Company.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Note 12 - Stock-based Compensation (Details Textual) $ / shares in Units, $ in Thousands					1 Months Ended			3 Months Ended	12 Months Ended
	Mar. 27, 2023	Jun. 15, 2022 USD ($) $ / shares shares	Nov. 17, 2021 $ / shares shares	Jun. 01, 2020 $ / shares shares	Mar. 31, 2023	Aug. 31, 2020 shares	Sep. 30, 2018 shares	Mar. 31, 2023	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Jul. 10, 2020 shares	Aug. 31, 2018 shares	Oct. 30, 2014 shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term (Year)									6 years 1 month 6 days
Share-Based Payment Arrangement, Expensed and Capitalized, Amount \| $									$ 55	$ 100
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	3				3	3	30	3
Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)				2,000,000		2,000,000	600,000				6,000,000	18,000,000	7,390,355
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)											1,632,242
Stock Incentive Plan 2014 [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)				526,667
Share-Based Compensation Arrangements by Share-Based Payment Award, Options,Vested in Period, Weighted Average Exercise Price (in dollars per share) \| $ / shares				$ 7.59
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares				$ 5.61
Amended and Restated 2006 Equity Incentive Plan [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)										573,334
Amended and Restated 2006 Non-employee Director Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)										233,334
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)									3,890
Chief Executive Officer [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)				160,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance (in shares)		106,667
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price (in dollars per share) \| $ / shares									$ 7.59
Chief Financial Officer [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)				80,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance (in shares)		53,334
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price (in dollars per share) \| $ / shares									$ 7.59
Non-officer Directors [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)			85,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) \| $ / shares			$ 6.63
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares			$ 5.23
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Revenue Target \| $		$ 38,000
Share-Based Compensation Arrangement by Share-Based Payment Award, EBITDA target \| $		$ 3,600
Share-Based Payment Arrangement, Option [Member] \| Share-Based Payment Arrangement, Employee [Member] \| General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expense \| $									$ 383	$ 1,689
Share-Based Payment Arrangement, Option [Member] \| Share-Based Payment Arrangement, Nonemployee [Member] \| General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expense \| $									150	$ 198
Share-Based Payment Arrangement, Option [Member] \| Stock Incentive Plan 2014 [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)				10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)				3 years
Share-Based Payment Arrangement, Option [Member] \| Stock Incentive Plan 2014 [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				33.33%
Share-Based Payment Arrangement, Option [Member] \| Stock Incentive Plan 2014 [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				33.33%
Share-Based Payment Arrangement, Option [Member] \| Stock Incentive Plan 2014 [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage				33.33%
Share-Based Payment Arrangement, Option [Member] \| Chief Executive Officer [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)				10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)				3 years
Share-Based Payment Arrangement, Option [Member] \| Chief Financial Officer [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)				3 years
Share-Based Payment Arrangement, Option [Member] \| Non-officer Directors [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)			10 years
Share-Based Payment Arrangement, Option [Member] \| Non-officer Directors [Member] \| Stock Incentive Plan 2014 [Member] \| Vesting Immediately [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage			33.33%
Share-Based Payment Arrangement, Option [Member] \| Non-officer Directors [Member] \| Stock Incentive Plan 2014 [Member] \| Vesting at First Anniversary of Grant Date [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage			33.33%
Share-Based Payment Arrangement, Option [Member] \| Non-officer Directors [Member] \| Stock Incentive Plan 2014 [Member] \| Vesting at Second Anniversary of Grant Date [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage			33.33%
New Options [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Payment Arrangement, Expense \| $									13
New Options [Member] \| Stock Incentive Plan 2014 [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares		$ 0.63
New Options [Member] \| Stock Incentive Plan 2014 [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares		$ 1.11
New Options [Member] \| Chief Executive Officer [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)		10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)		333,334
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) \| $ / shares		$ 3
New Options [Member] \| Chief Financial Officer [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)		10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)		200,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) \| $ / shares		$ 3
New Options [Member] \| Non-executives [Member] \| Stock Incentive Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)										100,000
Time Vesting Awards [Member] \| Share-Based Payment Arrangement, Employee [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount \| $									0	$ 100
Time Vesting Awards [Member] \| Share-Based Payment Arrangement, Nonemployee [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount \| $									$ 0

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Share-Based Payment Arrangement, Employee [Member] Common Stock [Member]	Share-Based Payment Arrangement, Employee [Member] Additional Paid-in Capital [Member]	Share-Based Payment Arrangement, Employee [Member] Retained Earnings [Member]	Share-Based Payment Arrangement, Employee [Member]	Director [Member] Common Stock [Member]	Director [Member] Additional Paid-in Capital [Member]	Director [Member] Retained Earnings [Member]	Director [Member]	Vendor [Member] Common Stock [Member]	Vendor [Member] Additional Paid-in Capital [Member]	Vendor [Member] Retained Earnings [Member]	Vendor [Member]	Retention Bonus Plan [Member] Common Stock [Member]	Retention Bonus Plan [Member] Additional Paid-in Capital [Member]	Retention Bonus Plan [Member] Retained Earnings [Member]	Retention Bonus Plan [Member]	Reflect Systems, Inc. [Member] Common Stock [Member]	Reflect Systems, Inc. [Member] Additional Paid-in Capital [Member]	Reflect Systems, Inc. [Member] Retained Earnings [Member]	Reflect Systems, Inc. [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021																					4,002,843
Balance at Dec. 31, 2021																					$ 40	$ 60,943	$ (52,254)	$ 8,729
Stock-based compensation (in shares)	0								41,369
Stock-based compensation	$ 0	$ 1,887	$ 0	$ 1,887					$ 0	$ 100	$ 0	$ 100
Stock Issued During Period, Shares, Acquisitions (in shares)																	833,334
Stock Issued During Period, Value, Acquisitions																	$ 8	$ 4,992	$ 0	$ 5,000
Net (loss) income																					$ 0	0	1,876	1,876
Shares issued and warrants exercised in private investment in public entity ("PIPE") (in shares)																					2,388,836
Shares issued and warrants exercised in private investment in public entity ("PIPE")																					$ 24	2,254	0	2,278
Warrant repricing events																					0	31	(31)	0
Warrant amendment																					$ 0	5,709	0	5,709
Balance (in shares) at Dec. 31, 2022																					7,266,382
Balance at Dec. 31, 2022																					$ 72	75,916	(50,409)	25,579
Stock-based compensation (in shares)	0				51,616				28,554
Stock-based compensation	$ 0	$ 445	$ 0	$ 445	$ 1	$ 95	$ 0	$ 96	$ 0	$ 55	$ 0	$ 55
Stock Issued During Period, Shares, Acquisitions (in shares)													62,475
Stock Issued During Period, Value, Acquisitions													$ 1	$ 138	$ 0	$ 139
Issuance of common stock, net (in shares)																					3,000,000
Issuance of common stock, net																					$ 30	5,424	0	5,454
Net (loss) income																					$ 0	0	(2,937)	(2,937)
Balance (in shares) at Dec. 31, 2023																					10,409,027
Balance at Dec. 31, 2023																					$ 104	$ 82,073	$ (53,346)	$ 28,831

Note 11 - Warrants - Summary of Outstanding Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrants Classified as Liability [Member]
Balance, warrants (in shares)	5,824,027
Balance, warrants, weighted average exercise price (in dollars per share)	$ 6.56
Balance, warrants, weighted average remaining contractual life (Year)	4 years 1 month 9 days	4 years 2 months 15 days
Warrants expired, warrants (in shares)	(1,237,025)
Warrants expired, warrants, weighted average exercise price (in dollars per share)	$ 12.7
Balance, warrants (in shares)	4,587,002	5,824,027
Balance, warrants, weighted average exercise price (in dollars per share)	$ 4.9	$ 6.56
Warrants Classified as Equity [Member]
Balance, warrants (in shares)	5,824,027	1,367,737
Balance, warrants, weighted average exercise price (in dollars per share)	$ 6.56	$ 13.44
Balance, warrants, weighted average remaining contractual life (Year)		4 years 2 months 15 days	1 year 8 months 23 days
Warrants expired, warrants (in shares)		(130,712)
Warrants expired, warrants, weighted average exercise price (in dollars per share)		$ 10.44
Balance, warrants (in shares)		5,824,027	1,367,737
Balance, warrants, weighted average exercise price (in dollars per share)		$ 6.56	$ 13.44
Warrants issued, warrants (in shares)		1,950,502
Warrants issued, warrants, weighted average exercise price (in dollars per share)		$ 4.6
Warrants exercised, warrants (in shares)		(1,950,502)
Warrants exercised, warrants, weighted average exercise price (in dollars per share)		$ 4.6
Warrants exercised, warrants, weighted average remaining contractual life (Year)		4 years 10 months 9 days
Warrants reclassified, warrants (in shares)		4,587,002
Warrants reclassified, warrants, weighted average exercise price (in dollars per share)		$ 4.9
Warrants reclassified, warrants, weighted average remaining contractual life (Year)		4 years 8 months 23 days

Note 5 - Business Combination (Details Textual)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Feb. 17, 2024

$ / shares

Mar. 27, 2023

Mar. 23, 2023

Feb. 11, 2023

USD ($)

Dec. 31, 2022

$ / shares

Feb. 17, 2022

USD ($)

$ / shares

Nov. 12, 2021

USD ($)

$ / shares

Mar. 31, 2023

Aug. 31, 2020

Sep. 30, 2018

Mar. 31, 2023

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

$ / shares

Feb. 17, 2023

$ / shares

Business Acquisition, Extension Option, Minimum Extension Threshold Price, Increase in Price (in dollars per share)

$ 1

Secured Promissory Note [Member]

Debt Instrument, Interest Rate, Stated Percentage

4.60%

0.59%

Debt Instrument, Periodic Payment, Principal | $

$ 104

Reverse Stock Split [Member]

Stockholders' Equity Note, Stock Split, Conversion Ratio

Reflect Systems, Inc. [Member]

Payments to Acquire Businesses, Gross | $

$ 16,166

$ 16,664

^[1]

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares

777,778

Business Acquisition, Share Price (in dollars per share)

$ 6

Business Acquisition, Contingent Consideration, Maximum Share Price (in dollars per share)

$ 6.4

Business Acquisition, Contingent Consideration, Threshold Number of Billable Devices Online

85,000

Business Combination, Contingent Consideration, Billable Devices Online, Maximum Share Price (in dollars per share)

$ 19.2

$ 21.6

$ 19.2

Business Combination, Contingent Consideration, Billable Devices Online, Reduction in Share Price (in dollars per share)

$ 2.4

Business Acquisition, Extension Option, Minimum Extension Threshold Price Percentage

70.00%

Business Acquisition, Extension Option, Minimum Extension Threshold Price Percentage, Increase in Price

80.00%

Business Combination, Consideration Transferred, Deposit Previously Paid | $

$ 818

^[2]

Business Combination, Acquisition Related Costs | $

$ 444

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | $

$ 96

Reflect Systems, Inc. [Member] | Retention Bonus Plan [Member]

Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $

$ 1,334

Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage Paid

50.00%

Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage to be Paid, Year One

25.00%

Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage to be Paid, Year Two

25.00%

Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued and Issuable | $

$ 667

Deferred Compensation Arrangement with Individual, Percentage of Shares Issued

50.00%

Deferred Compensation Arrangement with Individual, Percentage of Shares to be Issued, Year One

25.00%

Deferred Compensation Arrangement with Individual, Percentage of Shares to be Issued, Year Two

25.00%

Shares Issued, Price Per Share (in dollars per share)

$ 6

$ 2.22

Stock Issued During Period, Shares, Acquisitions (in shares) | shares

62,475

Reflect Systems, Inc. [Member] | Retention Bonus Plan [Member] | Subsequent Event [Member]

Shares Issued, Price Per Share (in dollars per share)

$ 3.29

Stock Issued During Period, Shares, Acquisitions (in shares) | shares

37,632

Reflect Systems, Inc. [Member] | Reverse Stock Split [Member]

Stockholders' Equity Note, Stock Split, Conversion Ratio

Reflect Systems, Inc. [Member] | Maximum [Member]

Business Acquisition, Contingent Consideration, Maximum Share Price (in dollars per share)

$ 6.4

Business Combination, Contingent Consideration, Billable Devices Online, Maximum Share Price (in dollars per share)

$ 7.2

Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)

10 years

Reflect Systems, Inc. [Member] | Minimum [Member]

Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)

2 years

[1]	Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.
[2]	Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805.

Note 10 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	*Year ended December 31,*
	*2023*		*2022*
Tax provision summary:
State income tax	$	39	$	51
Deferred tax expense - federal		9		30
Deferred tax expense (benefit) – state		35		(2	)
Tax expense	$	83	$	79

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*2023*			*2022*
Federal statutory rate		21.00	%		21.00	%
State taxes, net of federal benefit		1.28	%		(2.02	)%
Foreign rate differential		1.05	%		(2.51	)%
Fair value of Warrant Liability/Contingent Consideration		(6.48	)%		(79.66	)%
Discrete items, Transaction items, and Other		(2.13	)%		(2.37	)%
Changes in valuation allowance		(16.53	)%		69.60	%
Effective tax rate		(1.81	)%		4.04	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*December 31,*
	*2023*			*2022*
Deferred tax assets (liabilities):
Reserves	$	249		$	472
Property and equipment		57			165
Accrued expenses		514			593
Right-of-use Asset		(254	)		(253	)
Right-of-use Liability		254			253
IRC 163(j) Interest Carryforward		704			18
Debt issuance costs		135			286
Non-qualified stock options		1,708			1,469
IRC Section 174		593			196
R&D credits		2,312			2,312
Net foreign carryforwards		3,753			3,664
US net operating loss and contribution carryforwards		38,010			37,953
Intangibles		(3,818	)		(3,737	)

Total deferred tax liabilities, net		44,217			43,391
Valuation allowance		(44,290	)		(43,419	)
Net deferred tax liabilities	$	(73	)	$	(28	)

Note 7 - Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	*December 31,*				*December 31,*
	*2023*				*2022*
	*Gross*				*Gross*
	*Carrying*		*Accumulated*		*Carrying*		*Accumulated*
	*Amount*		*Amortization*		*Amount*		*Amortization*
Technology platform	$	6,900		2,255	$	9,765		4,354
Purchased and developed software		5,284		3,405		4,682		3,375
In-Process internally developed software platform		6,080		-		4,074		-
Customer relationships		13,910		3,054		15,000		2,849
Trademarks and trade names		1,260		660		1,600		808
Noncompete		30		28		30		13
Total amortizable intangible assets		33,464		9,402		35,151		11,399
Accumulated amortization		9,402				11,399
Net book value of amortizable intangible assets	$	24,062			$	23,752

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

	*Estimated Future*
Year ending December 31,	*Amortization*
2024	$	3,411
2025		3,490
2026		2,850
2027		2,458
2028		2,434
Thereafter		9,419
Total	$	24,062

Intangible assets include the following and are being amortized over their estimated useful lives as follows:

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

		*Amortization*
		*Period:*
*Acquired Intangible Asset:*		*(years)*
Technology platform and patents		7 - 10
Purchased and developed software		3 - 5
Trade names		3 - 5
Customer relationships		3 - 15
Noncompete		2

Note 1 - Nature of Organization and Operations

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1: NATURE OF ORGANIZATION AND OPERATIONS

Unless the context otherwise indicates, references in these Notes to the accompanying Consolidated Financial Statements to “we,” “us,” “our” and “the Company” refer to Creative Realities, Inc. and its subsidiaries.

Nature of the Company’s Business

Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools.

Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries Allure Global Solutions, Inc., a Georgia corporation, Creative Realities Canada, Inc., a Canadian corporation, and Reflect Systems, Inc. ("Reflect"), a Delaware corporation.

Reverse stock split

On March 23, 2023, the Company filed Articles of Amendment with the Secretary of State of the State of Minnesota to effectuate, effective March 27, 2023, a 1-for-3 reverse stock split of the shares of the Company's common stock, par value $0.01 per share. All share and per share information (including share and per share information related to share-based compensation) has been retroactively adjusted to reflect the reverse stock split within this Report.

As a result of the reverse stock split, effective 12:01 am on March 27, 2023, every three shares of common stock then-issued and outstanding automatically combined into one share of common stock, with no change in par value per share. No fractional shares were outstanding following the reverse stock split and any fractional shares resulting from the reverse split were rounded up to the nearest whole share of common stock. In connection with the reverse stock split, the total number of shares of common stock authorized for issuance was reduced from 200,000,000 shares to 66,666,666 shares in proportion to the reverse stock split.

Effective as of the same time as the reverse stock split, the number of shares of common stock available for issuance under the Company's equity compensation plans were reduced in proportion to the reverse stock split. The reverse stock split also resulted in reductions in the number of shares of common stock issuable upon exercising or vesting of equity awards in proportion to the reverse stock split and proportionate increases in exercise price or share-based performance criteria, if any, applicable to such awards. Similarly, the number of shares of common stock issuable upon exercise of outstanding warrants were reduced in proportion to the reverse stock split, and the exercise prices of outstanding warrants were proportionately increased.

Public Offering

On August 17, 2023, the Company completed a public offering for the sale by the Company of an aggregate of 3,000,000 shares of common stock, par value $0.01 per share at a public offering price of $2.00 per share and received approximately $5,454 in net proceeds, after deducting underwriting fees of $478 and offering costs of $68.

Liquidity and Financial Condition

In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“ASU 205-40”), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.

At December 31, 2023, the Company has an accumulated deficit of $53,346, negative working capital of $1,587, including current debt obligations of $3,690, and cash of $2,910. For the year ended December 31, 2023, the Company generated operating income of $1,346 and generated positive net cash flows from operations of $5,167. Pursuant to the Second Amended and Restated Credit and Security Agreement (the "Credit Agreement") between the Company and Slipstream Communications, LLC ("Slipstream"), the Company is required and began to make monthly repayments of principal on the Consolidation Term Loan on September 1, 2023. The monthly principal payment is approximately $370 and will continue on the first day of each month thereafter until the Maturity Date on February 17, 2025, with total principal repayments of $4,037 during the twelve months subsequent to the reporting date of these Consolidated Financial Statements. In addition, the Company is required to repay the principal balance on the Acquisition Term Loan of $10,000 at maturity and resolve the contingent consideration, currently estimated for accounting purposes at $11,208, each of which mature on February 17, 2025. The Company does not have sufficient cash on hand or liquidity to make these principal repayments. The conditions and events raise substantial doubt about the Company's ability to continue as a going concern under the technical framework within ASU 205-40.

In response to these conditions, the Company plans to evaluate its available options for refinancing, via recapitalization, debt financing or equity financing, its upcoming obligations associated with the Acquisition Term Loan, Consolidation Term Loan, and contingent consideration. However, these plans have not been finalized, are subject to market conditions, and are not within the Company’s control, and therefore cannot be deemed probable. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Note 12 - Stock-based Compensation - Summary of Outstanding Options (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Time Vesting Options [Member]
Shares Outstanding (in shares) \| shares	662,798
Outstanding, Weighted Average Remaining Contractual Term (Year)	5 years 11 months 15 days
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 10
Shares Exercisable (in shares) \| shares	662,798
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 10
Time Vesting Options [Member] \| Range One [Member]
Lower Range Limit (in dollars per share)	$ 4.01
Shares Outstanding (in shares) \| shares	566,673
Upper Range Limit (in dollars per share)	$ 8
Outstanding, Weighted Average Remaining Contractual Term (Year)	6 years 7 months 17 days
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 7.42
Shares Exercisable (in shares) \| shares	566,673
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 7.42
Time Vesting Options [Member] \| Range Two [Member]
Lower Range Limit (in dollars per share)	$ 8.01
Shares Outstanding (in shares) \| shares	96,125
Outstanding, Weighted Average Remaining Contractual Term (Year)	2 years 10 days
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 25.22
Shares Exercisable (in shares) \| shares	96,125
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 25.22
Performance Vesting Options [Member]
Lower Range Limit (in dollars per share)	$ 4.01
Shares Outstanding (in shares) \| shares	240,000
Upper Range Limit (in dollars per share)	$ 8
Outstanding, Weighted Average Remaining Contractual Term (Year)	6 years 5 months 1 day
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 7.59
Shares Exercisable (in shares) \| shares	240,000
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 7.59
Market Vesting Options [Member] \| Range One [Member]
Lower Range Limit (in dollars per share)	$ 0.01
Shares Outstanding (in shares) \| shares	733,334
Upper Range Limit (in dollars per share)	$ 4
Outstanding, Weighted Average Remaining Contractual Term (Year)	1 year 1 month 17 days
Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 3
Shares Exercisable (in shares) \| shares	0
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 0

Note 8 - Loans Payable (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Debt [Table Text Block]

As of December 31, 2023
	*Issuance*				*Maturity*			*Interest Rate*
Debt Type	*Date*	*Principal*			*Date*	*Warrants*		*Information*
A	2/17/2022	$	10,000		2/15/2025		833,334	8.0% interest⁽¹⁾
B	2/17/2022		5,147		2/15/2025		898,165	10.0% interest⁽²⁾
	Total debt, gross	$	15,147				1,731,499
	Debt discount		(1,628	)
	Total debt, net	$	13,519
	Less current maturities		(3,690	)
	Long term debt	$	9,829

As of December 31, 2022
	*Issuance*				*Maturity*			*Interest Rate*
Debt Type	*Date*	*Principal*			*Date*	*Warrants*		*Information*
A	2/17/2022	$	10,000		2/15/2025		833,334	8.0% interest⁽¹⁾
B	2/17/2022		7,185		2/15/2025		898,165	10.0% interest⁽²⁾
C	2/17/2022		1,456		2/17/2024		-	0.59% interest⁽³⁾
D	10/31/2022		2,000		9/1/2023		-	12.5% interest⁽⁴⁾
	Total debt, gross	$	20,641				1,731,499
	Debt discount		(3,069	)
	Total debt, gross	$	17,572
	Less current maturities		(4,499	)
	Total debt, net	$	13,073

Note 14 - Leases

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Lessee, Operating Leases and Finance Leases [Text Block]

NOTE 14: LEASES

The Company's lease portfolio is primarily comprised of operating leases for office space and finance leases for computer equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Leases may include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table summarizes the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheet as of December 31, 2023 and 2022:

		*Year Ended*
		*December 31,*
		*2023*		*2022*
Assets
Operating lease assets	Operating lease right-of-use assets	$	1,041	$	1,584
Finance lease assets	Property and equipment, net		146		-
Total leased assets		$	1,187	$	1,584

Liabilities
Short-term:
Operating lease obligation	Current maturities of operating leases	$	505	$	711
Finance lease obligation	Accrued expenses and other current liabilities		42		-
Long-term
Operating lease obligation	Long-term obligations under operating leases		536		873
Finance lease obligation	Other non-current liabilities		104		-
Total lease obligations		$	1,187	$	1,584

The following table summarizes the classification of lease expense in the Company's Consolidated Statements of Operations for the years ended December 31, 2023 and 2022:

	*Year Ended*
	*December 31,*
	*2023*		*2022*

Operating lease expense:
Operating lease expense	$	753	$	579
Finance lease expense:
Amortization of right-of-use assets		23		-
Interest on lease obligations		5		-
Total lease expense	$	781	$	579

The following table provides lease term and discount rate information related to operating leases as of December 31, 2023:

	Year Ended
	December 31,
	2023
Weighted average remaining lease term (years)
Operating leases		2.6
Finance leases		3.4

Weighted average discount rate
Operating leases		10.0	%
Finance leases		5.7	%

The following table sets forth the scheduled maturities of lease obligations as of December 31, 2023:

	*Operating*			*Finance*			*Total*
	Leases			Leases			Leases
2024	$	536		$	49		$	585
2025		451			48			499
2026		111			44			155
2027		105			19			124
Total undiscounted cash flows	$	1,203		$	160		$	1,363
Less imputed interest		(162	)		(14	)		(176	)
Present value of lease liabilities	$	1,041		$	146		$	1,187

The following table provides supplemental information related to the Company's Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022:

	*Year Ended*		*Year Ended*
	*December 31,*		*December 31,*
	*2023*		*2022*
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases	$	753	$	597
Operating cash flows paid for finance leases	$	5	$	-
Financing cash flows paid for finance leases	$	23	$	-

Right-of-use assets obtained in exchange for new finance lease liabilities	$	169	$	-

Note 13 - Segment Information and Significant Customers/Vendors

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 13: SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS/VENDORS

Segment Information

We currently operate in one reportable segment, marketing technology solutions. Substantially all property and equipment is located at our offices in the United States, and a data center located in the United States. All material sales for the years ended December 31, 2023 and 2022 were in the United States and Canada.

Significant Customers

No customer accounted for more than 10% of revenue for the year ended December 31, 2023. We had three customers that accounted for 44% of revenue for the years ended December 31, 2022.

We had two and three customers that in the aggregate accounted for 50% and 49% of accounts receivable as of December 31, 2023 and 2022, respectively.

Significant Vendors

We had one vendor that accounted for 38% and 30% of outstanding accounts payable at December 31, 2023 and 2022, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 15
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Publisher FASB
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-Section 50
-Paragraph 21
-Subparagraph (a)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 21
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Note 15 - Profit-sharing Plan (Details Textual) - USD ($) $ in Thousands		12 Months Ended
	Apr. 01, 2018	Dec. 31, 2023	Dec. 31, 2022
Defined Contribution Plan, Cost		$ 253	$ 142
Pension Plan 401(K) [Member]
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	15.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	6.00%
Defined Contribution Plan, Employer Matching Contribution, Effective Percent of Match	3.00%
Registered Retirement Savings Plan [Member]
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	18.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	6.00%
Defined Contribution Plan, Employer Matching Contribution, Effective Percent of Match	3.00%

Note 14 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
2024, operating leases	$ 536
2024, finance leases	49
2024, total	585
2025, operating leases	451
2025, finance leases	48
2025, total	499
2026, operating leases	111
2026, finance leases	44
2026, total	155
2027, operating leases	105
2027, finance leases	19
2027, total	124
Total undiscounted cash flows, operating leases	1,203
Total undiscounted cash flows, finance leases	160
Total undiscounted cash flows, total	1,363
Less imputed interest, operating leases	(162)
Less imputed interest, finance leases	(14)
Less imputed interest, total	(176)
Present value of lease liabilities, operating leases	1,041
Present value of lease liabilities, finance leases	146
Present value of lease liabilities, total	$ 1,187

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2023	Mar. 20, 2024	Jun. 30, 2023
Document Information [Line Items]
Entity Central Index Key	0001356093
Entity Registrant Name	CREATIVE REALITIES, INC.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-33169
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-1967918
Entity Address, Address Line One	13100 Magisterial Drive, Suite 100
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40223
City Area Code	502
Local Phone Number	791-8800
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CREX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 16,761,049
Entity Common Stock, Shares Outstanding		10,446,659
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Louisville, Kentucky

Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives (Details)	Dec. 31, 2023
Equipment [Member] \| Minimum [Member]
Useful lives (Year)	3 years
Equipment [Member] \| Maximum [Member]
Useful lives (Year)	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Useful lives (Year)	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Useful lives (Year)	5 years

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	66,666,000	66,666,000
Common stock, shares issued (in shares)	10,409,000	7,266,000
Common stock, shares outstanding (in shares)	10,409,000	7,266,000
Related Party [Member] \| Consolidated Term Loan [Member]
Loans payable, discount, current	$ 747	$ 745
Loans payable, discount, noncurrent	94	840
Related Party [Member] \| Acquisition Term Loan [Member]
Loans payable, discount, noncurrent	$ 787	$ 1,484

Note 5 - Business Combination - Components of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Feb. 17, 2022	Nov. 12, 2021
Goodwill	$ 26,453	$ 26,453
Reflect Systems, Inc. [Member]
Accounts receivable			$ 1,359
Inventory			190
Prepaid expenses & other current assets			666
Property and equipment			96	$ 96
Operating right of use assets			555
Other assets			36
Goodwill			18,935
Accounts payable			(104)
Accrued expenses			(483)
Customer deposits			(1,661)
Deferred revenues			(1,259)
Current maturities of operating leases			(277)
Long-term obligations under operating leases			(278)
Other liabilities			(205)
Net consideration transferred			34,730
Reflect Systems, Inc. [Member] \| Trade Names [Member]
Identified intangible assets			960
Reflect Systems, Inc. [Member] \| Developed Technology Rights [Member]
Identified intangible assets			5,130
Reflect Systems, Inc. [Member] \| Noncompete Agreements [Member]
Identified intangible assets			11,040
Reflect Systems, Inc. [Member] \| Customer Relationships [Member]
Identified intangible assets			$ 30

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Sales
Total sales	$ 45,166	$ 43,350
Cost of sales
Total cost of sales	22,983	25,611
Gross profit	22,183	17,739
Operating expenses:
Sales and marketing	5,247	3,651
Research and development	1,574	1,251
General and administrative	10,795	11,892
Depreciation and amortization	3,221	2,833
Deal and transaction costs	0	592
Total operating expenses	20,837	20,219
Operating income (loss)	1,346	(2,480)
Other expense (income):
Interest expense, including amortization of debt discount	2,992	2,743
Change in fair value of contingent consideration	1,419	(1,074)
Loss on warrant amendment	0	345
Loss on settlement of obligations	0	237
Other expenses (income), net	(211)	4
Total other expense (income)	4,200	(4,435)
Net (loss) income before income taxes	(2,854)	1,955
Income tax expense	(83)	(79)
Net (loss) income	$ (2,937)	$ 1,876
Net (loss) income per common share - basic (in dollars per share)	$ (0.35)	$ 0.28
Net (loss) income per common share - diluted (in dollars per share)	$ (0.35)	$ 0.28
Weighted average shares outstanding - basic (in shares)	8,479	6,664
Weighted average shares outstanding - diluted (in shares)	8,479	6,664
Warrants in Debt and Equity Offerings to Finance Merger [Member]
Other expense (income):
Change in fair value of warrant liability	$ 0	$ (7,902)
Purchaser Warrant [Member]
Other expense (income):
Change in fair value of warrant liability		650
Loss on debt waiver consent	0	1,212
Hardware [Member]
Sales
Total sales	20,303	19,895
Cost of sales
Total cost of sales	15,280	16,613
Service and Other [Member]
Sales
Total sales	24,863	23,455
Cost of sales
Total cost of sales	$ 7,703	$ 8,998

Note 7 - Intangible Assets and Goodwill - Schedule of Acquired Finite-lived Intangible Assets (Details)	Dec. 31, 2023
Technology-Based Intangible Assets [Member] \| Minimum [Member]
Useful Life (Year)	7 years
Technology-Based Intangible Assets [Member] \| Maximum [Member]
Useful Life (Year)	10 years
Purchased and Developed Software [Member] \| Minimum [Member]
Useful Life (Year)	3 years
Purchased and Developed Software [Member] \| Maximum [Member]
Useful Life (Year)	5 years
Trademarks [Member] \| Minimum [Member]
Useful Life (Year)	3 years
Trademarks [Member] \| Maximum [Member]
Useful Life (Year)	5 years
Customer Relationships [Member] \| Minimum [Member]
Useful Life (Year)	3 years
Customer Relationships [Member] \| Maximum [Member]
Useful Life (Year)	15 years
Noncompete Agreements [Member]
Useful Life (Year)	2 years

Note 5 - Business Combination

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Business Combination Disclosure [Text Block]

NOTE 5: BUSINESS COMBINATION

On November 12, 2021, the Company and Reflect, entered into an Agreement and Plan of Merger (as amended on February 8, 2022 and February 11, 2023, the “Merger Agreement") pursuant to which a direct, wholly owned subsidiary of Creative Realities, CRI Acquisition Corporation, would merge with and into Reflect, with Reflect surviving the merger and becoming our wholly owned subsidiary, which transaction is referred to herein as the “Merger.” On February 17, 2022, the parties consummated the Merger.

Reflect provides digital signage solutions, including software, strategic and media services to a wide range of companies across the retail, financial, hospitality and entertainment, healthcare, and employee communications industries in North America. Reflect offers digital signage platforms, including ReflectView, a platform used by companies to power hundreds of thousands of active digital displays. Through its strategic services, Reflect assists its customers with designing, deploying and optimizing their digital signage networks, and through its media services, Reflect assists customers with monetizing their digital advertising networks.

Subject to the terms and conditions of the Merger Agreement, at the Closing, Reflect stockholders as of the effective time of the Merger collectively received from the Company, in the aggregate, the following Merger consideration: (i) $16,166 in cash, (ii) 777,778 shares of common stock of Creative Realities (valued based on an issuance price of $6 per share) (the “CREX Shares”), and (iii) the Secured Promissory Note (as described below). In addition, the Merger Agreement requires the Company to pay to the Reflect stockholders additional contingent supplemental cash payments (the “Guaranteed Consideration”), if any, payable on or after February 17, 2025 (subject to the Extension Option described below, the “Guarantee Date”), in an amount by which the value of the CREX Shares on such anniversary is less than $6.40 per share, or if certain customers of Reflect collectively achieve over 85,000 billable devices online at any time on or before December 31, 2022, is less than $7.20 per share (such applicable amount, the “Guaranteed Price”), multiplied by the amount of CREX Shares held by the Reflect stockholders on the Guarantee Date (subject to the Extension Option described below). The Company has recorded contingent liabilities related to the Guaranteed Consideration to reflect the Company's 1-for-3 reverse stock split that occurred on March 23, 2023. At or before December 31, 2022, the condition of certain customers of Reflect collectively to achieve over 85,000 billable devices online was not met. Accordingly, the amount of the Company's potential liability related to the contingent consideration was reduced at December 31, 2022 from $21.60 per share to $19.20 per share, a reduction of $2.40 per share.

The Company may exercise an extension option (the “Extension Option”) to extend the Guarantee Date by six (6) months, from February 17, 2025 to August 17, 2025, if (i) the Extension Threshold Price is greater than or equal to 70% of the Guaranteed Price described above, and (ii) the Company provides written notice of its election to exercise the Extension Option no later than February 7, 2025. The “Extension Threshold Price” means the average closing price per share of Creative Realities common stock as reported on the Nasdaq Capital Market (or NYSE) in the fifteen (15) consecutive trading day period ending February 2, 2025. The Merger Agreement provides that if the Extension Threshold Price is less than 80% of the Guaranteed Price, then the Guaranteed Price will be increased by $1.00 per share.

In connection with the Merger, the Company adopted a Retention Bonus Plan and raised capital to, among other things, pay the cash portion of the Merger consideration. The Retention Bonus Plan is described below.

Retention Bonus Plan

On February 17, 2022, in connection with the Closing, the Company adopted a Retention Bonus Plan, pursuant to which the Company is required to pay to key members of Reflect’s management team an aggregate of $1,334 in cash, which was paid 50% at the Closing, and subject to continuous employment with Reflect or Creative Realities, 25% was paid on February 17, 2023 (the one-year anniversary of Closing) and 25% was paid on February 17, 2024 (the two-year anniversary of the Closing). In connection with the closing of the Merger, the future cash payments due on the one-year and two-year anniversaries of the Closing were deposited into an escrow agreement. The Retention Bonus Plan also requires the Company to issue Common Stock having an aggregate value of $667 to the plan participants as follows: 50% of the value of such shares were issued at the Closing, and subject to continuous employment with Reflect or Creative Realities, 25% of the value of such shares was issued on February 17, 2023 (the one-year anniversary of Closing) and the remaining 25% of the value of such shares will be issued on February 17, 2024 (the two-year anniversary of the Closing). The shares issued on the Closing were valued at $6.00 per share. The shares issued on the one-year anniversary were valued at $2.22 based on the value of shares issuable divided by the trailing 10-day volume weighted average price ("VWAP") of the shares as of February 17, 2023 as reported on the Nasdaq Capital Market. The Company issued 62,475 shares to key members of Reflect's management team pursuant to the Retention Bonus Plan. Certain participants made an election to have stock withheld to cover applicable withholding taxes. In such cases, the Company reduced the stock award issued to the employee and settled the employees tax liability by remitting cash to the applicable taxing authorities. The shares issued on the two-year anniversary were valued at $3.29 based on the value of shares issuable divided by the trailing 10-day volume weighted average price ("VWAP") of the shares as of February 17, 2024 as reported on the Nasdaq Capital Market. The Company issued 37,632 shares to key members of Reflect's management team pursuant to the Retention Bonus Plan. Certain participants made an election to have stock withheld to cover applicable withholding taxes. In such cases, the Company reduced the stock award issued to the employee and settled the employees tax liability by remitting cash to the applicable taxing authorities.

Upon the resignation of a participant’s employment for “good reason,” or termination of the employment of a participant without “cause,” each as defined in the Retention Bonus Plan, the participant will be fully vested and will receive all cash and shares allocated to such participant under the Retention Bonus Plan. Any amounts unpaid by reason of a lapse in continuous employment or otherwise will be reallocated among the remaining Retention Bonus Plan participants.

Purchase price

The preliminary purchase price of Reflect consisted of the following items:

	Consideration
Cash consideration for Reflect stock	$	16,664	⁽¹⁾
Cash consideration for Retention Bonus Plan		1,334	⁽²⁾
Common stock issued to Reflect shareholders		4,667	⁽³⁾
Common stock issued to Retention Bonus Plan		333	⁽⁴⁾
Secured Promissory Note		2,500	⁽⁵⁾
Contingent consideration		10,862	⁽⁶⁾
Total consideration		36,360
Vendor deposit with the Company		(818	)⁽⁷⁾
Cash acquired		(812	)⁽⁸⁾
Net consideration transferred	$	34,730

(1)	Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.

(2)	Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.

(3)	Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement.

(4)	Company common stock issued to fund initial issuances under the Retention Bonus Plan per Merger Agreement.

(5)

The Secured Promissory Note accrued interest at 0.59% (the applicable federal rate at the time of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. On February 11, 2023, the Company and the Stockholders’ Representative executed an amendment (the “Note Amendment”) to the Secured Promissory Note. The Note Amendment eliminated the balloon payment, extending the maturity date for a one-year period, to February 17, 2024. During the extended period, the Company continued to make monthly principal payments of $104, and the annual interest rate on the outstanding principal increased from 0.59% to 4.60%, which will accrue and is payable in full on the new maturity date.

(6)

Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after February 17, 2025 (subject to the Extension Option), in an amount by which the value of the CREX Shares on such anniversary is less than $6.40 per share, multiplied by the amount of CREX Shares held by the Reflect stockholders on the Guarantee Date (subject to the Extension Option), subject to the terms of the Merger Agreement. The Company has recorded contingent liabilities related to the Guaranteed Consideration to reflect the Company's 1-for-3 reverse stock split that occurred on March 23, 2023.

(7)	Prior to the Merger, Reflect had engaged the Company on a project and paid the Company a deposit of $818. These amounts reduced consideration paid by the Company in accordance with ASC 805.

(8)	Represents the Reflect cash balance acquired at Closing.

The Company incurred $444 of direct transaction costs related to the Reflect Merger for the year ended December 31, 2022. These costs are included in deal and transaction expense in the accompanying Consolidated Statements of Operations.

The Company accounted for the Merger using the acquisition method of accounting. The final allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of February 17, 2022, which included the following:

	Total
Accounts receivable	$	1,359
Inventory		190
Prepaid expenses & other current assets		666
Property and equipment		96
Operating right of use assets		555
Other assets		36
Identified intangible assets:
Definite-lived trade names		960
Definite-lived developed technology		5,130
Definite-lived customer relationships		11,040
Definite-lived noncompete agreements		30
Goodwill		18,935
Accounts payable		(104	)
Accrued expenses		(483	)
Customer deposits		(1,661	)
Deferred revenues		(1,259	)
Current maturities of operating leases		(277	)
Long-term obligations under operating leases		(278	)
Other liabilities		(205	)
Net consideration transferred	$	34,730

The Company engaged a third-party valuation specialist to assist in the identification and calculation of the fair value of those separately identifiable intangible assets.

The Company completed its valuation procedures by asset utilizing the following approaches:

(1) Customer relationship asset was estimated using the income approach through a discounted cash flow analysis wherein the cash flows will be based on estimates used to price the Merger. Discount rates were benchmarked with reference to the implied rate of return from the Company’s pricing model and the weighted average cost of capital.

(2) Trade name asset represents the “Reflect” brand name as marketed primarily as a full services digital software solution, marketed in numerous verticals with the exception of food service. The Company applied the income approach through an excess earnings analysis to determine the fair value of the trade name asset. The Company applied the income approach through a relief-from-royalty analysis to determine the fair value of this asset.

(3) The developed technology assets are primarily comprised of know-how and functionality embedded in Reflect’s proprietary content management applications, which drive currently marketed products and services. The Company applied the income approach through a relief-from-royalty analysis to determine the preliminary fair value of this asset.

The Company is amortizing the identifiable intangible assets on a straight-line basis over the weighted average lives ranging from 2 to 10 years as outlined in the table below. The table below sets forth the valuation and amortization period of identifiable intangible assets:

			Amortization
	Valuation		Period
Identifiable definite-lived intangible assets:
Trade names	$	960	5 years
Developed technology		5,130	10 years
Noncompete		30	2 years
Customer relationships		11,040	10 years
Total	$	17,160

The Company estimated the preliminary fair value of the acquired property, plant and equipment using a combination of the cost and market approaches, depending on the component. The preliminary fair value of such property, plant and equipment is $96.

The excess of the purchase price over the fair value of the tangible net assets and identifiable intangible assets acquired was recorded as goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Merger. These benefits include a comprehensive portfolio of iconic customer brands, complementary product offerings, enhanced national footprint, and attractive synergy opportunities and value creation. None of the goodwill is expected to be deductible for income tax purposes.

Note 8 - Loans Payable - Outstanding Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Total debt, gross	$ 15,147	$ 20,641
Warrants (in shares)	1,731,499	1,731,499
Debt discount	$ (1,628)	$ (3,069)
Total debt, net	(13,519)	(17,572)
Less current maturities	(3,690)	(4,499)
Long term debt	9,829	13,073
Total debt, net	$ 13,519	$ 17,572
Acquisition Term Loan [Member]
Issuance Date	Feb. 17, 2022	Feb. 17, 2022
Total debt, gross	$ 10,000	$ 10,000
Maturity Date	Feb. 15, 2025	Feb. 15, 2025
Warrants (in shares)	833,334	833,334
Maturity Date	Feb. 15, 2025	Feb. 15, 2025
Seller Note [Member]
Issuance Date	Feb. 17, 2022	Feb. 17, 2022
Total debt, gross	$ 5,147	$ 7,185
Maturity Date	Feb. 15, 2025	Feb. 15, 2025
Warrants (in shares)	898,165	898,165
Maturity Date	Feb. 15, 2025	Feb. 15, 2025
Consolidation Term Loan [Member]
Issuance Date		Feb. 17, 2022
Total debt, gross		$ 1,456
Maturity Date		Feb. 17, 2025
Warrants (in shares)		0
Interest Rate			10.00%
Maturity Date		Feb. 17, 2025
Interest Rate			10.00%
Term Loan with Related Party [Member]
Issuance Date		Oct. 31, 2022
Total debt, gross		$ 2,000
Maturity Date		Sep. 01, 2023
Warrants (in shares)		0
Maturity Date		Sep. 01, 2023

Note 14 - Leases - Classification of Operating and Finance Lease Assets and Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating lease right-of-use assets	$ 1,041	$ 1,584
Total leased assets	1,187	1,584
Present value of lease liabilities, operating leases	1,041
Present value of lease liabilities, finance leases	146
Total lease obligations	1,187	1,584
Operating Lease Right-of-Use Asset [Member]
Operating lease right-of-use assets	1,041	1,584
Property and Equipment, net [Member]
Finance lease assets	146	0
Current Maturities of Operating Leases [Member]
Present value of lease liabilities, operating leases	505	711
Accrued Expenses and Other Current Liabilities [Member]
Present value of lease liabilities, finance leases	42	0
Long-term Obligations Under Operating Leases [Member]
Present value of lease liabilities, operating leases	536	873
Other Noncurrent Liabilities [Member]
Present value of lease liabilities, finance leases	$ 104	$ 0

Note 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 9: COMMITMENTS AND CONTINGENCIES

On August 2, 2019, the Company filed suit in Jefferson Circuit Court, Kentucky, against a supplier of the Company’s wholly owned subsidiary, Allure, for breach of contract, breach of warranty, and negligence with respect to equipment installations performed by such supplier for an Allure customer. On October 10, 2019, the Allure customer that is the basis of our claim above sent a demand to the Company for payment of $3,200 as settlement for an alleged breach of contract related to hardware failures of equipment installations performed by Allure between November 2017 and August 2018. On March 10, 2023, the Company, the supplier and the Allure customer reached a Settlement Agreement and Release of Claims ("Settlement Agreement"). Pursuant to the Settlement Agreement, the Company was obligated to pay $733; however, its insurer agreed to pay $700 of that amount. Thus, the Company paid $33 of the settlement amount in April 2023.

Except as noted above, the Company is not party to any other material legal proceedings, other than ordinary routine litigation incidental to the business, and there were no other such proceedings pending during the period covered by this Report.

Note 10 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Reserves	$ 249	$ 472
Property and equipment	57	165
Accrued expenses	514	593
Right-of-use Asset	(254)	(253)
Right-of-use Liability	254	253
IRC 163(j) Interest Carryforward	704	18
Debt issuance costs	135	286
Non-qualified stock options	1,708	1,469
IRC Section 174	593	196
R&D credits	2,312	2,312
Net foreign carryforwards	3,753	3,664
US net operating loss and contribution carryforwards	38,010	37,953
Intangibles	(3,818)	(3,737)
Total deferred tax liabilities, net	44,217	43,391
Valuation allowance	(44,290)	(43,419)
Net deferred tax liabilities	$ (73)	$ (28)

Note 12 - Stock-based Compensation - Stock Option Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Market Vesting Options [Member]
Balance, Number (in shares) \| shares	633,334
Balance, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 3
Granted, Number (in shares) \| shares	100,000
Granted, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 3
Forfeited or expired, Number (in shares) \| shares	0
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 0
Balance, Number (in shares) \| shares	733,334
Balance, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 3
Time Vesting Options [Member]
Balance, Number (in shares) \| shares	662,910
Balance, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 10.02
Granted, Number (in shares) \| shares	0
Granted, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 0
Forfeited or expired, Number (in shares) \| shares	(112)
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 162
Balance, Number (in shares) \| shares	662,798
Balance, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 10
Performance Vesting Options [Member]
Balance, Number (in shares) \| shares	240,000
Balance, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 7.59
Granted, Number (in shares) \| shares	0
Granted, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 0
Forfeited or expired, Number (in shares) \| shares	0
Forfeited or expired, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 0
Balance, Number (in shares) \| shares	240,000
Balance, Weighted Average Exercise Price (in dollars per share) \| $ / shares	$ 7.59

Note 5 - Business Combination (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

	Consideration
Cash consideration for Reflect stock	$	16,664	⁽¹⁾
Cash consideration for Retention Bonus Plan		1,334	⁽²⁾
Common stock issued to Reflect shareholders		4,667	⁽³⁾
Common stock issued to Retention Bonus Plan		333	⁽⁴⁾
Secured Promissory Note		2,500	⁽⁵⁾
Contingent consideration		10,862	⁽⁶⁾
Total consideration		36,360
Vendor deposit with the Company		(818	)⁽⁷⁾
Cash acquired		(812	)⁽⁸⁾
Net consideration transferred	$	34,730

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	Total
Accounts receivable	$	1,359
Inventory		190
Prepaid expenses & other current assets		666
Property and equipment		96
Operating right of use assets		555
Other assets		36
Identified intangible assets:
Definite-lived trade names		960
Definite-lived developed technology		5,130
Definite-lived customer relationships		11,040
Definite-lived noncompete agreements		30
Goodwill		18,935
Accounts payable		(104	)
Accrued expenses		(483	)
Customer deposits		(1,661	)
Deferred revenues		(1,259	)
Current maturities of operating leases		(277	)
Long-term obligations under operating leases		(278	)
Other liabilities		(205	)
Net consideration transferred	$	34,730

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

			Amortization
	Valuation		Period
Identifiable definite-lived intangible assets:
Trade names	$	960	5 years
Developed technology		5,130	10 years
Noncompete		30	2 years
Customer relationships		11,040	10 years
Total	$	17,160

Note 2 - Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Raw materials	$ 2,063	$ 1,671
Work-in-process	504	596
Total inventories	$ 2,567	$ 2,267

Note 6 - Supplemental Cash Flow Statement Information

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

NOTE 6: SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

	*Year Ended*
	*December 31,*
	*2023*		*2022*
Supplemental non-cash Investing and Financing activities
Capitalized software in accounts payable	$	201	$	556
Property and equipment in accounts payable	$	-	$	11

Supplemental disclosure information for cash flow
Cash paid during the period for:
Interest	$	1,685	$	1,350
Income taxes	$	78	$	43

Note 7 - Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

NOTE 7: INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

Intangible assets consisted of the following at December 31, 2023 and 2022:

	*December 31,*				*December 31,*
	*2023*				*2022*
	*Gross*				*Gross*
	*Carrying*		*Accumulated*		*Carrying*		*Accumulated*
	*Amount*		*Amortization*		*Amount*		*Amortization*
Technology platform	$	6,900		2,255	$	9,765		4,354
Purchased and developed software		5,284		3,405		4,682		3,375
In-Process internally developed software platform		6,080		-		4,074		-
Customer relationships		13,910		3,054		15,000		2,849
Trademarks and trade names		1,260		660		1,600		808
Noncompete		30		28		30		13
Total amortizable intangible assets		33,464		9,402		35,151		11,399
Accumulated amortization		9,402				11,399
Net book value of amortizable intangible assets	$	24,062			$	23,752

For the years ended December 31, 2023 and 2022, amortization of intangible assets charged to operations was $3,055 and $2,702, respectively. For the year ended December 31, 2023, the Company wrote-off a $340 fully amortized trade name asset, a $1,090 fully amortized customer list asset, a $2,864 fully amortized technology asset, a $758 fully amortized capitalized software and the related accumulated amortization. There was no impact on the Company’s Consolidated Balance Sheet or Consolidated Statement of Operations as a result of these write-offs during the period.

Estimated amortization is as follows:

	*Estimated Future*
Year ending December 31,	*Amortization*
2024	$	3,411
2025		3,490
2026		2,850
2027		2,458
2028		2,434
Thereafter		9,419
Total	$	24,062

Intangible assets include the following and are being amortized over their estimated useful lives as follows:

		*Amortization*
		*Period:*
*Acquired Intangible Asset:*		*(years)*
Technology platform and patents		7 - 10
Purchased and developed software		3 - 5
Trade names		3 - 5
Customer relationships		3 - 15
Noncompete		2

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired. Goodwill is subject to an impairment review at a reporting unit level, on an annual basis at September 30th each fiscal year, when an event occurs, or circumstances change that would indicate potential impairment. The Company has only one reporting unit, and therefore the entire goodwill is allocated to that reporting unit.

The Company assessed the carrying value of goodwill at the reporting unit level based on an estimate of the fair value of its reporting unit. Fair value of the reporting unit was estimated using both (1) a market approach, leveraging recent industry merger and acquisition activity as well as comparable public company information, and (2) a discounted cash flow analyses consisting of various assumptions, including expectations of future cash flows based on projections or forecasts derived from analysis of business prospects and economic or market trends that may occur. Specifically, the Company gave significant consideration to actual historic financial results, including revenue growth rates in the current and preceding three years, further informed by known backlog and customer acquisitions. Based on the Company’s assessment, we determined that the fair value of our reporting unit exceeds its carrying value, and accordingly, the goodwill associated with the reporting unit is not considered to be impaired at September 30, 2023.

While our overall business performance has been consistent with our expectations, both before and after the acquisition of Reflect, we believe a significant portion of the decline in our market price as of our assessment date related primarily to both macroeconomic and recent capital transaction factors including: (1) market wide recessionary fears, (2) a lack of comprehension by the markets of the contingent consideration issued in the Merger with Reflect, and (3) the Company’s recent execution of a public offering of 3,000,000 shares of our common stock at a discount to then-market prices, resulting in significant short-term negative volume and price pressure on our common stock unrelated to the Company fundamentals. We do not believe these factors are consistent with or reflective of the underlying value of the business, and there were no other indicators of potential impairment as of September 30, 2023. Based on the improvement of our share price and market capitalization, along with improving Company fundamentals, we believe our implied fair value continues to exceed our total carrying value as of December 31, 2023.

The Company recognizes that any changes in our projected 2024 results could potentially have a material impact on our assessment of goodwill impairment. The Company will continue to monitor the actual performance of its operations against expectations and assess indicators of possible impairment. The valuation of goodwill and intangible assets is subject to a high degree of judgment, uncertainty and complexity. Should any indicators of impairment occur in subsequent periods, the Company will be required to perform an analysis in order to determine whether goodwill is impaired.

Note 15 - Profit-sharing Plan

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Compensation and Employee Benefit Plans [Text Block]

NOTE 15: PROFIT-SHARING PLAN

We have a defined contribution 401(k) retirement plans for eligible associates in the United States. Associates may contribute up to 15% of their pretax compensation to the plan subject to IRS limitations. The Company contributes an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.

We have a Registered Retirement Savings Plan for eligible associates in Canada. Associates may contribute up to 18% of earned income reported on their tax return in the previous year, subject to legal contribution limits. The Company contributes an employer contribution match of 50% of employee wages up to 6%, for an effective match of 3%.

The Company contributed $253 and $142 to employee retirement plans for the year-ended December 31, 2023 and 2022, respectively.

Note 7 - Intangible Assets and Goodwill - Estimated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
2024	$ 3,411
2025	3,490
2026	2,850
2027	2,458
2028	2,434
Thereafter	9,419
Total	$ 24,062	$ 23,752

Note 13 - Segment Information and Significant Customers/Vendors (Details Textual)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Reportable Segments	1
Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Number of Major Customers	0	3
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Three Customers [Member]
Concentration Risk, Percentage		44.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Number of Major Customers	2	3
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Three Customers [Member]
Concentration Risk, Percentage		49.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Two Customers [Member]
Concentration Risk, Percentage	50.00%
Supplier Concentration Risk [Member] \| Accounts Payable [Member]
Number of Major Vendors	1	1
Supplier Concentration Risk [Member] \| Accounts Payable [Member] \| One Vendor [Member]
Concentration Risk, Percentage	38.00%	30.00%

Note 4 - Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Notes Tables

Disaggregation of Revenue [Table Text Block]

	*Year*		*Year*
	*Ended*		*Ended*
	*December 31,*		*December 31,*
	*2023*		*2022*
Hardware	$	20,303	$	19,895

Services:
Managed Services		15,916		14,320
Installation Services		4,892		5,693
Other Services		4,055		3,442
Total Services		24,863		23,455

Total Hardware and Services	$	45,166	$	43,350

Note 4 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total sales	$ 45,166	$ 43,350
Hardware [Member]
Total sales	20,303	19,895
Managed Services [Member]
Total sales	15,916	14,320
Installation Services [Member]
Total sales	4,892	5,693
Other Services [Member]
Total sales	4,055	3,442
Service [Member]
Total sales	$ 24,863	$ 23,455

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Inventory Valuation Reserves	$ 160	$ 1,777
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	6,223,134	7,360,271
Unrecognized Tax Benefits, Ending Balance	$ 0	$ 0
Depreciation, Total	166	131
Property, Plant and Equipment, Disposals	150	0
Capitalized Computer Software, Additions	3,366	$ 4,444
Capitalized Computer Software, Amortization Period (Year)		3 years
Safe Space Solutions [Member]
Inventory Write-down	$ 1,707

Note 2 - Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Gross property and equipment	$ 972	$ 658
Less: accumulated depreciation and amortization	(473)	(457)
Net property and equipment	499	201
Equipment [Member]
Gross property and equipment	334	138
Leasehold Improvements [Member]
Gross property and equipment	298	197
Furniture and Fixtures [Member]
Gross property and equipment	205	199
Property, Plant and Equipment, Other Types [Member]
Gross property and equipment	$ 135	$ 124

Note 8 - Loans Payable

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 8: LOANS PAYABLE

The outstanding debt with detachable warrants, as applicable, are shown in the table below. Further discussion of the notes follows.

As of December 31, 2023
	*Issuance*				*Maturity*			*Interest Rate*
Debt Type	*Date*	*Principal*			*Date*	*Warrants*		*Information*
A	2/17/2022	$	10,000		2/15/2025		833,334	8.0% interest⁽¹⁾
B	2/17/2022		5,147		2/15/2025		898,165	10.0% interest⁽²⁾
	Total debt, gross	$	15,147				1,731,499
	Debt discount		(1,628	)
	Total debt, net	$	13,519
	Less current maturities		(3,690	)
	Long term debt	$	9,829

As of December 31, 2022
	*Issuance*				*Maturity*			*Interest Rate*
Debt Type	*Date*	*Principal*			*Date*	*Warrants*		*Information*
A	2/17/2022	$	10,000		2/15/2025		833,334	8.0% interest⁽¹⁾
B	2/17/2022		7,185		2/15/2025		898,165	10.0% interest⁽²⁾
C	2/17/2022		1,456		2/17/2024		-	0.59% interest⁽³⁾
D	10/31/2022		2,000		9/1/2023		-	12.5% interest⁽⁴⁾
	Total debt, gross	$	20,641				1,731,499
	Debt discount		(3,069	)
	Total debt, gross	$	17,572
	Less current maturities		(4,499	)
	Total debt, net	$	13,073

A – Acquisition Term Loan with related party

B – Consolidation Term Loan with related party

C – Secured Promissory Note

D – Term Loan (2022) with related party

(1)	8.0% cash interest per annum through maturity at February 15, 2025

(2)	10.0% cash interest per annum through maturity date at February 15, 2025.

(3)	0.59% cash interest per annum (the applicable federal rate) through February 17, 2023. Annual interest rate on the outstanding principal increased from 0.59% to 4.60% per annum through maturity.

(4)	12.5% cash interest per annum through maturity at September 1, 2023.

Secured Promissory Note

On February 17, 2022, in connection with the Closing, the Company issued to RSI Exit Corporation (“Stockholders’ Representative”), the representative of Reflect stockholders, a $2,500 Note and Security Agreement (the “Secured Promissory Note”).

The Secured Promissory Note accrued interest at 0.59% per annum (the applicable federal rate on the date of issuance of the Secured Promissory Note) and required the Company and Reflect to collectively pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. Any remaining or unpaid principal was due and payable on February 17, 2023. All payments under the Secured Promissory Note were paid to the escrow agent in the Merger Agreement to be placed into the escrow account to secure the Reflect stockholders’ indemnification obligations until released on February 17, 2023 (the one-year anniversary of the closing of the Merger), at which time any remaining proceeds not subject to a pending indemnification claim would be paid to the exchange agent for payment to the Reflect stockholders pursuant to the Merger Agreement. The Secured Promissory Note is secured by a first-lien security interest in certain contracts of Reflect, including obligations arising out of those certain contracts. The Company has the right to offset amounts payable under the Secured Promissory Note upon a final, non-appealable decision of a court that entitles the Company or its affiliates to any damages for indemnification under the Merger Agreement, or the Stockholders’ Representative’s agreement in writing to such damages.

On February 11, 2023, the Company, Reflect and the Stockholders’ Representative, executed a Second Amendment to the Merger Agreement. The Second Amendment to the Merger Agreement provided that, among other things, the cash merger consideration payable in the Merger should be reduced by $242, or the “Claim Amount,” subject to a reduction in the Claim Amount to the extent that Reflect or Creative Realities receive payments of certain accounts receivable of Reflect, up to $27. An employer retention credit of $242 (the “ERC”) based on the operations of Reflect pre-Merger remains outstanding and will be paid to the Stockholders’ Representative for the benefit of former Reflect stockholders upon receipt, subject to the offset rights of Creative Realities. In addition, the Company and the Stockholders’ Representative executed an amendment (the “Note Amendment”) to the Secured Promissory Note on February 11, 2023. The Note Amendment eliminated the balloon payment, extended the maturity date for a one-year period, to February 17, 2024. During the extended period, the Company continued to make monthly principal payments of $104, and the annual interest rate on the outstanding principal increased from 0.59% to 4.60%, which accrued and is payable in full on the new maturity date.

On December 15, 2023, the Company paid $110 as final settlement of the Secured Promissory Note, including accrued interest through the settlement date. All rights to payment of the ERC were retained by the Reflect stockholders as part of this settlement.

Second Amended and Restated Loan and Security Agreement

On February 17, 2022, the Company and its subsidiaries (collectively, the “Borrowers”) refinanced their debt facilities with Slipstream, pursuant to a Second Amended and Restated Credit and Security Agreement (the “Credit Agreement”). The Borrowers include Reflect, which became a wholly owned subsidiary of the Company as a result of the Closing on February 17, 2022. The debt facilities continue to be fully secured by all assets of the Borrowers.

The Credit Agreement also provides that the Company’s outstanding loans from Slipstream at December 31, 2021, consisting of its pre-existing $4,767 senior secured term loan and $2,418 secured convertible loan, with an aggregate of $7,185 in outstanding principal and accrued and unpaid interest under such loans, were consolidated into a term loan (the “Consolidation Term Loan”). The Consolidation Term Loan has an interest rate of 10.0%, with 75.0% warrant coverage (or 898,165 warrants). On the first day of each month, commencing March 1, 2022 through February 1, 2025, the Borrowers will make interest-only payments on the Consolidation Term Loan. Commencing on September 1, 2023, and on the first day of each month thereafter until the Maturity Date, the Borrowers will make a payment on the Consolidation Term Loan, in an equal monthly installment of principal sufficient to fully amortize the Consolidation Term Loan in eighteen equal installments. The Company assessed the combination of the pre-existing senior secured term loan and secured convertible loan in accordance with ASC 470 Debt and determined the transaction should be accounted for as an extinguishment, in part as the Consolidation Term Loan eliminated a substantive conversion feature. In aggregate the Company recorded a loss on extinguishment of $295 during the year ending December 31, 2022, primarily associated with the write-off of pre-existing debt discounts.

In addition to refinancing the existing debt with Slipstream, the Company issued to Slipstream a $10,000, 36-month senior secured term loan (the “Acquisition Term Loan”) resulting in $10,000 in gross proceeds, or $9,950 in net proceeds. The Acquisition Term Loan matures on February 17, 2025 (the “Maturity Date”) and has an interest rate of 8.0%, with 50.0% warrant coverage (or 833,334 warrants). On the first day of each month, commencing March 1, 2022 through February 1, 2025, the Borrowers will make interest-only payments on the Acquisition Term Loan. No principal payments on the Acquisition Term Loan are payable until the Maturity Date.

In connection with the Acquisition Term Loan and Consolidation Term Loan warrant coverage, the Company issued to Slipstream a warrant to purchase an aggregate of 1,731,499 shares of Company common stock (the “Lender Warrant”). The Lender Warrant has a five-year term, an initial exercise price of $6.00 per share, subject to adjustments in the Lender Warrant, and was not exercisable until August 17, 2022. The warrants were assessed in accordance with ASC 470 and ASC 815 Derivatives and were deemed to represent bifurcated derivative instruments that should be recorded as liabilities in the Consolidated Balance Sheets. The Company performed a Black-Scholes valuation of the warrants as of the issuance date, resulting in a fair value of $2.4387 per warrant. In recording the warrant liability, the Company recorded a debt discount associated with each of the Acquisition and Consolidation Term Loans in an amount of $2,032 and $2,190, respectively. These amounts are being amortized straight-line through interest expense over the life of the loans, resulting in incremental interest expense of $1,443 and $1,268 for the years ended December 31, 2023 and 2022, respectively. The Company has deemed straight-line amortization to be materially consistent with the effective interest method.

In certain circumstances, upon a fundamental transaction of the Company (e.g., a disposal or sale of all or the greater part of the assets or undertaking of the Company, an amalgamation or merger with another company, or implementation of a scheme of arrangement), the holder of the Lender Warrant will have the right to require the Company to repurchase the Lender Warrant at its fair value using a Black Scholes option pricing formula; provided that such holder may not require the Company or its successor entity to repurchase the Lender Warrant for the Black Scholes value in connection with a fundamental transaction that is not approved by the Company’s Board of Directors, and therefore not within the Company’s control.

Effective June 30, 2022, the Company amended the terms of the Lender Warrant to remove the holder’s option to exercise such warrant on a cashless basis utilizing the VWAP of the Company’s common stock on the trading day immediately preceding the date of a notice of cashless exercise in certain circumstances, and remove the condition to exercising such warrant that the Company’s shareholders approve the exercise thereof (which had already been obtained). The amendments to the Lender Warrant also extend the term of such warrants for an additional one year, such that the Lender Warrant will expire on February 17, 2028. The foregoing amendments to the Lender Warrant caused such warrants to be accounted for as equity instruments in the Company’s Consolidated Financial Statements.

On October 31, 2022, the Borrowers and Slipstream amended the Credit Agreement to provide the Borrowers with a $2,000 term loan ("Term Loan (2022)"), the net proceeds of which were used by the Company to accelerate an active software development project with potential to expand SaaS revenues associated with an existing customer. The Term Loan (2022) had an annual interest rate of 12.5% and matured on September 1, 2023. Commencing on February 1, 2023, the Company made monthly installment payments of approximately $270 until the maturity date, consisting of principal and interest sufficient to fully amortize the Term Loan (2022) through the maturity date. As of December 31, 2023, the Term Loan 2022 has been repaid in full to Slipstream.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1I
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details